Bleach: Ultimate Alien Volume I
by Bigby the Big Bad Wolf
Summary: If Ben thought his life was crazy before, now he finds himself in the middle of a war between Soul Society and Hueco Mundo. But maybe, just maybe, Ben is the one who can make all the difference. The Final Chapter is up now. Expect Volume II coming soon. Series may become remade. Important Author's Note
1. Welcome to Hueco Mundo, Ben Tennyson

Disclaimer: None of the Ben 10 or Bleach characters belong to me.

Hello readers. In this story, I want one of the female Arrancar to hook up with Ben, but I can't decide who. Lend me some ideas to see who Ben should get together with.

Chapter One: Welcome to Hueco Mundo, Ben Tennyson.

Ben Tennyson groaned as he slowly opened his eyes.

"What happened?" he asked himself. Last thing he remembered was enjoying a nice smoothie when a strange hole opened up in thin air and he was sucked into it.

Wobbling to his feet, Ben looked around. Much to his surprise, he found himself in some kind of desert. It was night time, obvious from the fact that the sky was dark and there was a crescent moon up there.

"Okay," Ben said. "Where am I?"

He looked to the left, then to the right. Nothing as far as the eye could see. But that changed as soon as he turned around.

"Whoa," he breathed.

Standing in the distance was some kind of massive dome. Ben had never seen that before in his entire life. Did it belong to humans or aliens? Was it safe to go there?

"Well," Ben admitted. "It's better than staying out in the desert and waiting for something to happen." He activated the Ultimatrix and switched the dial to Jet Ray. With that, he slammed down on the dial and transformed into the giant red stingray.

"Jet Ray!" Jet Ray yelled despite the fact that there was no one there to hear it. "Man, I never get tired of that."

Taking off into the sky, Jetray zoomed at his fastest speed to get to the giant dome. As he flew, Jetray thought about the events that brought him to this wasteland.

"Okay, Ben. Think. You were having a smoothy with Gwen and Kevin, then a hole opens up and you get sucked in. But what was that hole in the first place? It didn't look like any portal I had seen before. And what made the portal anyway?"

All this and more jumbled through Ben's mind as he got closer to the giant dome. He wondered what kind of people lived in that dome and if they could help him. But then the possibility that there was no one there at all occurred to Ben. A big dome like that in the middle of a desert? Well, Ben had encountered many bizarre places that turned out not to be deserted. But usually the inhabitants of those places were far from friendly. But just as he was within walking distance of the dome, a giant hand of sand came out of the ground and grabbed Jet Ray in its fist.

"Hey!" Jet Ray yelled. "What in the… Let me go!"

And then Jet Ray saw that the giant hand belong to a giant made of sand. It rose out of the ground and looked at Jet Ray, who was struggling to get out of the giant's clutches.

"Who dares trespass to the sanctity of Las Noches?" the creature bellowed at Jetray. "What manner of creature be you? You are not a Hollow or an Arrancar."

"Las Noches?" Jet Ray asked. "Is that what that dome thing is called?" If he recalled correctly, there was no place on Earth that went by the name of Las Noches. Then again, it sounded Spanish. Did he somehow wind up in Spain? Then he remembered the sand monsters other two questions. "Hollow? Arrancar? What in the world are you talking about? Where am I?"

"Do you jest with me, creature?" the sand giant rumbled. "You expect me to believe that you came to Hueco Mundo by accident."

Hueco Mundo? Ben thought. Was that the name of the desert? Now Ben was really confused. He remembered studying deserts in geography. And he had never heard of a desert called Hueco Mundo.

"Do you take me for a fool, monstrosity?" the sand giant asked.

"Look who's talking," Jet Ray shot back, annoyed that this freak show made of sand had the nerve to call him a monstrosity. "Look, I'm just a little lost that's all. I have no idea where I am or how I got here. Just let me through and see whoever's in charge of this place."

The sand monster bellowed in laughter. "Now I know that you take me for a fool, creature. I allow no intruders to enter the sanctity of Las Noches. Aizen-sama does not need to be bothered by a creature like you."

Jet Ray struggled not to laugh. "Aizen-sama?" he asked. "What kind of a name is that?"

"You dare insult Aizen-sama?" the monster roared. "I'll crush you!"

"Yeah, right," Jet Ray said. He fired neuroshock beams out of his eyes and straight into the sand creature's head. It was a bull's-eye! But Jet Ray's victory was short lived as the beams went through the creature's head and he merely reformed it.

"Uh-oh," was Jet Ray could say.

Roaring, the sand creature raised its fist and slammed it down to the ground. Jet Ray groaned in pain as he struggled to get free. He tried using his beams on the creature's hand. It blasted the fingers, giving Jet Ray enough time to fly out before they reformed. The sand creature tried to swat at Jet Ray, but Jet Ray was much faster and easily his opponents attempts at capturing him. He kept trying his neuroshock blasts on the guy, but it had no effect on the sand body.

"Okay, think," Jet Ray told himself. "Laser beams don't hurt him, so what can?" Then it occurred to him. "Of course."

Jet Ray flew to the ground and landed. The sand creature noticed this and raised its fist again. Quickly, Jetray touched the Ultimatrix dial. In a flash of light, Jet Ray was gone. In his place was a humanoid creature in a redish exo-skeleton with a domed helmet like structure covering the back of his head. Overall, he looked like an oyster or clam on a human-like body.

"Water Hazard!' this new form cried.

"What in all creation…" the sand being said, thrown off the intruder's bizarre transformation.

Thinking quickly, Water Hazard raised his hands.

"You look like you need to cool off," he said and released powerful jets of water out of his hands, drenching the sand being.

"No!" it yelled. "Not water!" It let out a wail of despair that turned into a gurgling.

Water Hazard decided not to take any chances and continued shooting water at it. The sand creature was soon reduced to a pile of mud. Water Hazard took advantage and started running towards the giant dome apparently called Las Noches. Without even looking back to see if the creature had reformed or not, Water Hazard ran towards the wall. He touched the dial and turned into a wide creature with a white front and yellow back.

"Cannonbolt!" he cried before curling up into a ball and smashing through the wall. Seeing that he was inside, Cannonbolt turned back into Ben. He looked at the gaping hole he had just made. He grimaced at the size of it.

"Maybe I should've used Big Chill instead," he said to himself. "That way I could've went through it without smashing it."

Ben decided it was time to look at his surroundings. It looked like some kind of dark tunnel. He couldn't so much as a single thing in front of him. The only light was the light of the moon behind him.

"Oh just great," Ben grumbled. "I can't see a thing in front and I have no idea if there's anyone here who can help me figure out where on Earth am I. That is, if I'm still on Earth."

Ben gulped at the thought. Well, he had never heard of Hueco Mundo and he had no idea what that sand beast was. What really interested him was the fact that his Ultimatrix didn't scan the creature. Just where in the universe had Ben been taken too?

"Well," he finally said. "Guess I have no choice." Taking a deep breath, Ben continued onward into the darkness.

Meanwhile, in another part of Las Noches, a meeting was being held.

"It seems we have an intruder." An intellectual but obnoxious voice said.

"How do you know that, Szayel?" an elder voice asked the first one.

"It was confirmed that our little watchdog at the front gate was defeated?"

"Runuganga was defeated, Zommari?"

"Apparently so, Yammy."

"That's pathetic. What good is a guard if he's can't keep pests out?"

"The question, Nnoitra, is who is this intruder? And why are they here?"

"Do you think Soul Society decided to invade Hueco Mundo?"

"Don't be ridiculous, Yammy. They're still recovering from learning that Aizen-sama was against them. They couldn't have been prepared to attack us so soon."

"Well somebody did, Szayel. And if they were able to defeat Runuganga, then they at least have some skill. No Menos or Gillian would be capable of such a feat."

"An adjuchas, then? It is highly doubtful that it would be a Vasto Lorde."

"Allow me to answer that, my dear Espada."

At once, all the other voice fell silent. This new soft, but more commanding voice spoke now.

"I have already sensed the reiatsu of the intruder. As unique as it seems, the reiatsu belongs to a human."

Gasps were heard all around.

"A human? Aizen-sama, how could a human get to Hueco Mundo, let alone get all the way to Las Noches? A normal human can't even defeat a lowly menos!"

"That is what intrigues me, Nnoitra. This human appears to have potential. But he does not pose a threat to us. So I would like everyone to return to their quarters to await further instructions. I already have plans about to bring in this intruder. Everyone else is too stay out of the way. Is that understood?"

The silence was all the one called Aizen-sama needed to know.

"Good."

As for Ben, he finally managed to make his way past out of the darkness. Only problem, he found himself in some kind of hallway which broke off in several different directions.

"Aw, man," Ben groaned. "Why can't these things ever be easy for me, just once?"

But Ben knew that complaining wasn't gonna get him out of this. So he debated with himself on which direction he should go.

"Uh," he mumbled. There were so many directions to choose from. He could get lost and possibly be trapped in this strange place forever.

"Something tells me that it might be best if I just stick with going right." Ben decided. Determined to get home as soon as possible, Ben took off with a running start.

Ben was getting frustrated now. He had been running for a long time and it looked like he was getting nowhere fast. The hallway just went on and on.

"Man," Ben whined. "And I though the straight forward way was always the best way."

This was ironic, due to Ben's tendency to jump in without thinking.

But there was something else on Ben's mind besides his annoyance at the unchanging scenery. He was having an uneasy feeling in the pit of his stomach. Like maybe he shouldn't have come here after all.

"But I need to get home," Ben told himself. "Besides, if anything comes my way, I can handle it."

"Thos are some pretty tough words, Nino," a voice said somewhere above Ben. "I hope you are capable of backing them up."

Ben spun around to see a man leaping across the planks above. A human? Before Ben could do anything, the man did a front flip. But he apparently messed up his timing and wound up slamming his stomach into the next plank. Groaning in man, the strange man fell to the ground. Ben frowned. Who in the world was this guy?

The weird man rose to his feet. He was wearing white clothes with a Spanish sense in them. His hair was arranged to look like horns like the Devil.

"Uh," Ben said. "Who are you?"

The man grinned as he took a fighting stance at Ben. "Allow to me to introduce myself, Nino." He said in a thick Spanish accent. "I am Privaron Espada 103, Dordon Alessandro Del Socacchio."

Ben stared at the man's long name. He also called himself something called a Privaron Espada. What in the world was that? "I'm Ben Tennyson." He was all he could say.

"A pleasure to meet you, Ben Tennyson," Dordonii said. "I hear you're the one who defeated Runuganga."

"Who?" Ben asked in confusion. "Oh you mean that sand guy?"

"Of course," Dordonii said. "You dared to come to the confines of Las Noches, which means you are brave. And you defeated Runuganga, which means that you have fighting skill, Nino. Skills I hope to see in combat."

This threw Ben off. This guy honestly wanted to fight him? No offense to the guy, but he looked like Humungousaur or Fourarms could easily knock him silly. Ben decided to try talking his way out.

"Look," Ben said. "I don't want any trouble. I know this is hard to believe but I just woke up and found myself here. Some portal opened up and dropped me here. I just want to find a way to get back home."

Dordonii's eyes widened in surprise. This boy did not come here of his own free will. Then how did he get here? Was he not the one who defeated Runuganga? Dordonii knew there was only one way to find out.

"Even if you did not come of your own intention, Nino," he told Ben. "You are an intruder. And Aizen-dono does not appreciate intruders."

"Aizen-dono?" Ben asked. "I thought his name was Aizen-sama."

"We all have our different titles of our master Aizen." Dordonii explained. "But you will not get the chance to see him, Nino."

Ben glared at him. "So nothing I say can change your mind?"

"If you manage to defeat me, Nino," Dordonii told him. "Then perhaps I can convince Aizen to let you go home."

This was a complete lie, but Dordonii was hoping that it would motivate Ben.

_Show me what you have, Nino. _He thought.

Ben let out a groan. This just wasn't his day. Or night. Or whatever.

"Fine," Ben groaned as he activated the Ultimatrix. "But don't come crying to me when I kick your butt."

Dordonii grinned again. "I'm afraid your butt is the one that's going to be kicked, Nino."

Ben grinned now as he activated the Ultimatrix. "We'll see about that."

He slammed the dial down. In a blinding flash of light, Ben was now a big, red, muscular being with four eyes and four massive arms. He wore garments similar to that of a gladiator and a wrestler.

"Fourarms!" he roared.

This took Dordonii by surprise. "What in the world are you, Nino?" he cried out in shock.

Fourarms grinned as he cracked all his knuckles. "I'm the one who's going to kick your butt."

Wasting no time, Fourarms charged at Dordonii. Two of his fists pulled back to punch him. But just as Fourarms was about to land a blow, Dordonii vanished.

"Huh?" Fourarms asked. He stopped his charge in confusion. Suddenly a foot struck him in the back and he went flying forward before crashing into the ground. Groaning, Fourarms got to his feet and turned around to see Dordonii behind him with a smug look on his face.

"One of the biggest rules of fighting, Nino," he said. "Never judge your opponent by his appearance."

Fourarms started. This guy had not only managed to dodge at XLR8's speed, but he kicked with enough force to send Ben flying as Fourarms. Who was this guy?

"Your form appears strong, Nino," Dordonii commented. "But it is far too slow to be a threat to me. And here you were, bragging about going to kick my butt."

Fourarms ignored him and charged again. This time, Dordonii leaped into the air and swung his leg down. Fourarms raised all four of his arms to block the attack, and still he found himself being pushed down. How in the world was this guy so strong?

"If that is all you can do, Nino," Dordonii said. "Then our fight is already over. Pity. I was hoping for more of a challenge."

"You want a challenge?" Fourarms asked. "I'll give you one."

He touched the Ultimatrix dial. This time he transformed into a massive dinosaur.

"Humungousaur!" he roared out. Dorodonii laughed in excitement.

"Ah, so you do have more tricks up your sleeve, Nino." He complimented. "But says doesn't always matter."

"No," Humungousaur agreed. "But it sure does help."

Humungousaur brought one giant fist down on where Dordonii was standing. But once again, the strange man vanished from sight. Humungousaur's fist merely hit the ground, creating a sizable hole in it.

"How is he doing that?" Humungousaur asked aloud. That's when he felt a foot connect with his face. While it wasn't as hard as it was when he was Fourarms, it was enough to numb the side of his face. He growled when he saw Dordonii standing in front of him.

"It is my Sonido, Nino." He told Humungousaur. "You will need more than size and brute strength if you want to get out of here alive, Nino."

Humungousaur growled. Already this guy's stuck up attitude was getting on his nerves. Fine. The guy wanted speed? He'd give him speed. He touched the dial again and turned into Jetray. Before Dordonii could do anything, Jetray fired neuroshock beams out of his eyes. The surprised Dordonii was blasted backwards and off his feet.

"How about that?" Jet Ray asked, satisfied at watching his annoying opponent taking a blow.

"Much better, Nino." Dordonii complimented. "Seems **I** was the one who underestimated you, this time. Just how many of those things can you turn into?"

"Yeah right," Jet Ray said. "Like I'd tell you that."

"Ah," Dordonii laughed. "Choosing to keep tricks up your sleeve, eh? Good, Nino, good. Now it's my turn to fight seriously."

Jet Ray tensed up.

"Whirl!" Dordonii yelled. "Giralda."

Jet Ray's eyes widened. Dordonii now had strange horn like structures attached to his shoulders now. And wind was blowing out of them to form two strange snake-like creatures.

"Whoa," Jet Ray said. "I didn't see that one coming."

Dordonii laughed. "It seems that we both are full of surprises, Ben Tennyson. Now let us see who truly is the stronger one, Nino!"

The two wind snakes shot forward at Jet Ray, who quickly maneuvered out of the way and began firing blasts out of his tail. Dordonii only gave minor grunts of pain. That's when one of the wind snakes slammed into Jet Ray from behind. But Jet Rat quickly recovered and charged at Dordonnii.

_Very impressive, Nino. Instead of attacking the weapon, you choose to attack the wielder. You are very resourceful, Nino._

But Dordonii side stepped at the last minute, causing Jet Ray to miss him. Dordonii took advantage of this to slam a kick in Jet Ray. He slammed into the wall. But he quickly recovered and shot neuroshock blasts out of his eyes. But Dordonii had one of his wind snakes block the attack. But the eye beams managed to cut through the wind snake and shot into Dordonii's shoulder. He hissed in pain.

"Ha!" Jet Ray laughed. "Not so tough now, huh?"

Dordonii smiled at Jet Ray. "I don't remember saying that I give up, Nino."

Jet Ray grinned at him. "What a coincidence. Neither did I."

Dordonii sent his second snake charging at Jet Ray the same time the Aerophibian fired his neuroshock blasts again. Although Jet Ray's blast went through it just like the last one, it apparently didn't kill it. Both snakes charged at Jet Ray, who flew away at the last second. This caused both wind snakes to crash into the wall. Jet Ray immediately took this opportunity to slam Dordonii into the ground.

"Give up, Dordonii," Jet Ray said. "We don't need to fight."

Dordonii looked at Jet Ray. "Have you ever killed before, Ben Tennyson?"

This was one question that Jet Ray never expected.

"Heh," Dordonii said at Jet Ray's silence. "Then you as good as dead, Nino. Even if you defeat me, there are ten far more powerful Arrancar waiting for you. They are the Espada, the most powerful of Aizen-dono's army. To even have a hope of defeating them, you will have to become like the devil himself. Show any compassion in Hueco Mundo, and you will find a blade in your back."

Jet Ray shivered at Dordonii's words. Now he was more determined than ever to get out of here.

"But there is no need for me to talk about you going up against the Espada," Dordonii continued. "Because it looks like you won't even defeat me, Nino."

Jet Ray glared at Dordonii. "Oh no?" he asked before firing neuroshock blasts point black at Dordonii. It didn't kill the Privaron Espada, but the point blank blast to his head certainly did hurt. Not to mention it blasted off a good amount of his frontal hair. Despite this, Dordonii just smiled.

"So, you want to fight dirty, Nino? I can do that."

He slammed a fist into Jet Ray. The blow sent Jet Ray crashing into the ceiling. Grunting in pain, Jet Ray finally found himself fed up.

"Okay," he said. "I starting to get really annoyed."

"Then strike me down, Nino!" Dordonii yelled back to him. "If you can!"

"Fine by me!" Jet Ray yelled. He zoomed down, dodging the wind snakes and fired a triple blast out of his eyes and his tail. The blasts struck Dordonii right in the face, the combined power knocking him off his feet and slamming into the wall. But Jet Ray didn't let off his attack. Once he was certain that the blast had frazzled Dordonii enough, he turned into Humungousaur.

"Nighty night, Dordonii," Humungousaur said. He grabbed the frazzled Dordonii and body slammed him into the ground. He hoped that had been enough to knock Dordonii out, but Dordonii was still standing.

"Will you just stay down?" he asked in annoyance. He considered becoming Ultimate Humungousaur, but decided against it. With no other choice, Humungousaur increased his size until there was hardly any room to move. He raised one gigantic fist and brought it down on Dordonii. The result was a massive crater in the ground. Tired, Ben turned back to normal. Cautiously, he noticed that Dordonii was dazed and stunned, but still not out.

"Man," Ben said. "What is this guy made of?"

But Ben saw that this might be his chance. He had to get out now. The question was, which was should he go? Going forward would most likely bring an encounter with those Espada people he was told about. But going backwards would be nothing but a desert wasteland. As Ben considered his options, he decided to take his chances with the desert rather than meet anyone who was stronger than Dordonii.

But that's when something struck Ben in the back of the neck and darkness covered his vision.

Next thing Ben knew was voices.

"**He's just a boy!** How **did a boy get to Las Noches**, let alone Hueco Mundo." Two different said right after another.

"He looks weak," said another voice. "I know Dordonii is nothing more than a Privaron Espada but I didn't think he was weak enough to get beaten by a kid."

"Appearances aren't everything, Nnoitra. You of all people should know that."

"Be quiet, Szayel or I'll…"

"That's enough, Nnoitra."

This last voice sent shivers down Ben's spine. It sounded soft and kind, but there something _hidden _in the tone that made you frozen with fear.

"I believe our guest has regained consciousness now," the voice said. "You can get up now."

Personally, Ben thought it would be safer if he just played dead. But he had no idea who he was up against and didn't want to find out what they'd do if he didn't listen. So, Ben slowly got to his feet, his vision slowly returning to him.

"Tell me, boy," the voice said. "What is your name?"

"Ben Tennyson," Ben said automatically. He mentally cringed. In the movies, the hero doesn't give the villains his identity.

"Well, Ben Tennyson. Welcome to Las Noches."

Ben could see now that he was in some kind of dimly lit, but extremely massive room.

"Where am I?" Ben asked aloud.

"You are in my throne room, Ben Tennyson."

Ben turned around. In front of him was a large table with ten different people sitting at it. Each one looking at Ben as if sizing him up. They were all wearing white clothing of various nature and Ben could see swords at some of their sides. Ben's hand automatically reached for the Ultimatrix. These people were probably the Espada that Dordonii mentioned.

"Ah," said a new, mocking voice. "No need to get hostile. We're all friends here."

Ben looked at the end of the table to see a man sitting there. He had brown hair that was mostly slicked back except for a single strand. On either side of the man were two different people. One appearead African American with some kind of visor like object covering his eyes. The second man had silverish hair, a creepy smile, and eyes that were in slits so narrow that he couldn't guy if the guy's eyes were closed.

"Hiya, Ben," the silver haired man said. "How are ya?"

Ben didn't say anything. Mainly because he didn't know what to say.

"So tell me, Ben Tennyson," the brown haired man said. "What brings you to Hueco Mundo?"

Gulping, Ben decided to go with honesty. This man had to be this Aizen-sama or dono or whatever that he kept hearing about.

"To be honest, I don't know." He admitted. "One minute, I'm relaxing at Mr. Smoothy. Suddenly this hole opens up and the next thing I knew, I found myself here."

"Really?" the man asked with interest and amusement. "How unfortunate."

"Aizen-sama," said on the men. This one had long black hair, an eye-patch, and a creepy smile that practically screamed danger as soon as Ben laid on eyes on him.

"Yes, Nnoitra," Aizen asked him.

"Are you going to kill him?" the one called Nnoitra asked.

Ben's eyes widened.

"Aizen-sama," said a spectacled man with pinkish hair. "If you have no use for him, I would gladly use him for my experiments. I'm sure I could turn this human into something useful."

"I wanna know how a kid got all the way into Las Noches," said a massive, muscular man with some sort of jawbone attached to his lower one. "And how the heck this guy managed to beat Dordonii."

"Yes," Aizen nodded. "I am curious as to how young Ben Tennyson managed to do so. Would you mind sharing with us, Ben?"

Ben naturally took a step back. The massive one got out from his chair.

"If you want, Aizen-sama, I can make this kid tell us."

"Go ahead, Yammy," Aizen said. "But try to not kill him."

"Heh," the one called Yammy sneered. "That looks like it shouldn't be a problem." He began walking towards Ben.

Quickly, Ben activated the Ultimatrix.

"I don't think so," he cried before slamming down on the dial.

"Humungousaur!" he roared.

Well that got the attention of everybody in the room. They just saw a human boy turn into some kind of dinosaur as big as Yammy.

"What the…" was all Yammy could get out as Humungousaur crashed his fist into Yammy's face. The blow was enough to knock Yammy off his feet and sent him slamming on the table. The others merely watched as Yammy got back up to his feet, extremely mad.

"That does it, kid!" He raised his fist as if to punch Humungousaur. Suddenly a sort of red light formed around his fist. He then punched the air, but the red ball that had formed around his fist shot out as a ball of some kind of energy and slammed into Humungousaur. Humungousaur groaned in pain as it hit him.

"You ticked me off, kid." Yammsent him slamming on the table. The others merely watched as Yammy got back up to his feet, extremely mad.

"That does it, kid!" He raised his fist as if to punch Humungousaur. Suddenly a sort of red light formed around his fist. He then punched the air, but the red ball that had formed around his fist shot out as a ball of some kind of energy and slammed into Humungousaur. Humungousaur groaned in pain as it hit him.

"You ticked me off, kid." Yammy said. "Now I'm gonna pound you within an inch of your life."

He began bombarding Humungousaur with this strange fist attacks. Humungousaur couldn't even get close enough to lay a blow. He knew that he needed some fire power.

"Time to go Ultimate!" he yelled. Twisting the Ultimatrix dial, he slammed it again. This time, his body became wider, green and more like an Ankylousaurus.

"Ultimate Humungousaur!" he yelled. He took advantage of Yammy's stupefied look to turn his hands into missile launchers and began blasting Yammy. The blasts didn't really do significant damage to him, but they were hitting his head and face, so he couldn't really do much. Humungousaur saw his chance and charged forward. By the time Yammy could see anything, Ultimate Humungousaur slammed both of his fists into Yammy's gut. The blow sent him crashing back into the table.

Yammy got back up angrily. Snarling, he was about to pull his sword out when…

"That's enough, Yammy." Aizen said.

Yammy and Ben both looked at Aizen, who continued to have that smile on his face.

"I see now that young Ben is more than capable of defending himself." He said. Then he turned to look at Ben. "That is quite a unique power you have, Ben. I am impressed. You may change back now."

Ultimate Humungousaur didn't budge.

"Aizen-sama gave you an order!" Yammy yelled.

"It's okay, Yammy," Aizen said while sipping from a cup of tea. "Due to our reception, it is understandable for Ben to be cautious. Tell me, Ben. Am I correct in assuming that your "Humungousaur" as you called it, is not the only thing you can turn into?"

Ultimate Humungousaur's eyes widened in surprise.

"You defeated both Runuganga and Dordonii," Aizen explained. "That form alone could not have defeated them. And am I correct in assuming that your power comes from that device that was on your human wrist?"

Ultimate Humungousaur snarled.

"You truly are unique, Ben Tennyson. I have never seen a power like yours. I believe you could have a use for you."

"What?" the one called Nnoitra yelled. "You're want this worthless human to join us?"

"Worthless?" Aizen asked with a smile. "I think not. Young Ben could truly be helpful."

"Look," Ultimate Humungousaur said. "I appreciate the offer but I just wanna get home."

Ultimate Humungousaur tensed when he noticed that some of the Espada, namely Nnoitra and some blue haired guy, were snickering at this. Aizen, however, was focused on Ben.

"I have something I need help with, Ben," Aizen said. "If you help me, I can return you to your home."

Ben turned back to normal. But he was still uneasy. Aizen looked friendly enough, but he had allowed that Yammy guy to try and beat him up. Did Aizen know that he could take of himself? Either way, Ben wanted to go home and if this Aizen guy wanted Ben to do anything shady, he would just refuse to do it. He had the power of the Ultimatrix at this side. He had defeated countless foes and always came out on top. Not even Aizen and his Espada would be able to defeat him.

"Alright," he said. "I'll help you."

Aizen smiled what seemed to be a genuine friendly smile.

"Wonderful. Welcome to Hueco Mundo, Ben Tennyson."

**End of Chapter**


	2. Meet the Espada

Disclaimer: None of the Ben 10: Ultimate Alien or Bleach characters belongs to me.

So here's my dilemma. I'm thinking either Nel or one of Harribel's Fraccion should get with Ben. Unless of course you guys went Ben to get together with a female Shinigami.

I won't use Harribel because I can't see that happening. And I can't see it with Loly, Menoly, or Cirucci either.

Some reviews on who you think should fall in love with Ben is appreciated.

Chapter Two: Meet the Espada

(This story takes place during the events of Ben 10 Ultimate Alien and before the Arrancar Saga began.)

It was completely true to say that Ben Tennyson had his share of weirdness throughout his life. For one thing, finding the Omnitrix. Next, unlocking the various alien heroes that he could access with it. And after that, becoming a hero who had saved the entire universe. Then, gaining the Ultimatrix in place of the Omnitrix, and being a celebrity.

But not even all of that could prepare Ben for the adventure that he was now experiencing. Somehow he had wound up in a desert called Hueco Mundo. Now he was in Las Noches, a giant dome that, as far as he knew, was the only building in this vast wasteland. Now he was agreeing to help it's ruler, a man named Aizen, in exchange for going home.

Shortly after Ben agreed to help Aizen, he was introduced to everyone else. The silver haired man went by the name of Gin Ichimaru. The African man went by the name of Kaname Tosen. After them, Ben was introduced to the other ten people. As Ben predicted, they were the Espada that Dordonii had told him about. According to Aizen, they were ranked from 1 to 10. The lower the number, the stronger that person was. The Espada introduced themselves from 10 to 1.

The first one, Ben was already familiar with. The massive one called Yammy. He stared at Ben with the desire to rip the teenager to shreds for humiliating him after Ben had given him a pounding as Ultimate Humungousaur. The look on Yammy's face clearly said that he and Ben still had a score to settle. What interested Ben was the fact that Yammy was number 10 of the Espada. That meant he was the weakest? This didn't go well with Ben. He had to go Ultimate in order to even land a blow on him. Just how much stronger were the others?

The next Espada to greet Ben was tall and had a white mask with eight holes over his face. His uniform was more of a dress garb and his jacket was rather frilly.

"**Greetings, Ben Tennyson**," the being said in a guttural voice. "**We are Espada number nine**. Call us Aaroniero. It will be interesting to work with you."

Ben's eyes widened. As Aaroniero said his name, his voice had become high and squeaky. Ben first felt like laughing, but changed his mind when Aaroniero said it would be nice to work with him. Was it his imagination or did Aaroniero sound hungry when he said that? And what did he mean by "we?" Did Aaroniero have split personalities?

Ben tensed up when the next person walked forward. His uniform was far plainer, wearing a long shirt that covered his entire body and even up to his neck. His pink hair and glasses caused Ben to remember that this guy was the one who volunteered to experiment on him. Naturally Ben took a step back.

"Don't be afraid of me, Ben Tennyson," the man said with a smile. "I'm the Eight Espada, Szayel Aporro Granz. Forgive me for my brash attitude earlier. I had no idea that a human could be so _interesting._"

Ben visible shivered at this. The way Szayel said that and was looking at him was causing Ben's brain to scream "Use the Ultimatrix!" but Ben didn't want to ruin his chance of getting home, so he endured it as he shook Szayel's outstretched hand.

The next man was big and muscular, but not even close to Yammy. The way he wore his clothes made Ben think of martial arts robes. The man had a necklace made of what looked like claws or fangs, and he had a Mohawk made out of bones on his bald head. He had yellowish eyes and black markings on his face.

"I am the Seventh Espada, Zommari Leroux," the man said in a calm voice. "Be honored, Ben Tennyson, that you have the privilege of being helpful to Aizen-sama."

Ben nodded his head, as Zommari did not offer his hand out like Szayel hand. But his attention was drawn to the next person who introduced himself. Now here was a familiar feeling. The feeling of danger. The feeling Ben got whenever he battled foes like Vilgax or the Highbreed. This guy was trouble. He had wild blue hair and teeth that were like fangs. He had something that looked like the fragment of some kind of jawbone on the right side of his face. For some reason, the words "street punk" came to mind.

"Grimmjow Jaegerjaquez," the blue haired man said. "The Sixth Espada. Hope you got some better moves, cause anybody can beat Yammy." And without waiting for Ben to say anything, Grimmjow walked back to his seat.

The next one was the one called Nnoitra. His uniform had a bizarre hood that had a spoon like appearance and he had boots that curled at ends. Had it been anyone else, Ben would've laughed. But Ben noticed the massive scythe like thing that Nnoitra was carrying and knew it would be best to keep his mouth shut.

"Nnoitra Jiruga," Nnoitra said with a sneer. "The 5th Espada. So, Ben. Anything in that crap on your wrist that's a challenge?"

Ben's eyes narrowed. So this guy was mocking him?

"Plenty of them," Ben said, this time, not backing down from Nnoitra. Nnoitra's sneer merely widened in pleasure.

"Good," Nnoitra said. "Looks like you and I are gonna be spending a lot of time together."

Ben snarled as Nnoitra took his seat. Trying to keep his anger under control, Ben turned to see who was next. Once he looked he did a double take to make sure he wasn't seeing things. This next guy was pure white! Like somebody had crafted a living person out of chalk. He had messy black hair, a black upper lip, and green eyes that had similarilities to the eyes of a cat. Black lines like tears went down from the bottom of his eye lids to the bottom of his face. He had a helmet like head wear on the left side of his head.

"I am Ulquiorra Cifer," the man said in a pure emotionless voice. "I am the Fourth Espada."

Ben didn't know what to think of Ulquiorra. Due to his lack of emotions, it was hard for Ben to figure out what Ulquiorra thought of him.

The next person who walked up caused Ben's face to immediately burn with embarrasement as he tried to look anywhere but at the woman in front of him. She had dark, exotic skin with blonde hair and green eyes. But that wasn't what was embarrassing Ben. Her shirt covered the upper half of her body and even her mouth, but it didn't completely cover the one thing that was making Ben feel redder than a tomato. The lower part of her chest was more than half exposed and Ben was trying hard not to stare at her. He felt so embarrassed.

"Tia Harribel," the woman said in a calm voice. "The 3rd Espada. It is comforting to meet someone who has manners, Benjamin Tennyson."

Ben's eyes widened in surprise as he saw Harribel walk back to her seat. Nnoitra scoffed at her as if he thought she was inferior, despite the fact that she was the higher ranking.

The second to last person was an old man with something that looked like a star-like crown on his head. A scar ran down one of his eyes. He looked at Ben as if he was a gum wad that had gotten stuck to the bottom of his shoe.

"Barragan Luisenbarn," the old man said gruffly and uncaringly. "2nd Espada."

He shot one last look of contempt at Ben before sitting down. Anger boiled within Ben and he seriously considered going Rath on the old guy. But his attention was drawn to the last guy. He had shoulder length brown hair and a faded goatee. He also had a look between boredom and sleepiness on his face.

"Coyote Starrk," the man said drowsily. "The Primera Espada. Sorry about this, but I'm exhausted right now."

Ben raised an eyebrow. This guy was supposed to be the number one Espada? He looked like he was gonna collapse and fall asleep and any minute. Ben watched as Starrk took his spot next at the table.

"Now, Ben," Aizen spoke. "You have been introduced to all the Espada. Now it's your turn."

Ben raised an eyebrow at Aizen. "Huh?" he asked.

Aizen smiled at him. "I would like very much to see all the things that you can turn into."

Distrust filled Ben's mind. The last time he had shown off his alien forms, he had nearly been killed by a giant robot. He was not in the mood to go through anything that was even remotely similar.

"I see that you still have trouble trusting me, Ben," Aizen said with that eerie smile on his face.

"Er," Ben said. "It's not you personally, Aizen." Ben noticed some of the Espada were looking at him in annoyance that he did not say "sama" at the end. It sounded Japanese. Was "sama" some kind of word of respect for a superior?

"I understand, Ben," Aizen said."But you have nothing to fear from us. We will not hurt you."

Ben looked at Aizen doubtfully. This contradicted what Dordonii had told him during their fight.

"I understand your doubt, Ben," Aizen continued, noticing the doubtful look on Ben's face. "We have not been the most gracious of hosts to you."

_That's a way to put it. _Ben thought, remembering Runuganga, Dordonii, and how Aizen had allowed Yammy to attack him.

"Benjamin," the one named Tosen said. "When Aizen says you are safe, that means you are."

Ben couldn't figure Tosen out. But he sure felt better around Tosen than that other guy Gin. Tosen was the only person he was certain did not look down on him. Seeing as how there was no way out of this, Ben looked at Aizen.

"Alright," he said with a nod of his head. "I'll do it."

"Thank you, Ben," Aizen said.

"Aizen-sama," Szayel suddenly perked up, causing all heads to turn at him. Ben had a sick feeling in the pit of his stomach.

"Yes, Szayel?" Aizen asked his Espada.

"Having Ben here merely show us his transformations is absolutely no fun at all. Why don't we see his forms in action?"

Ben gave out a low groan. Szayel was going to pit him against who knew what, just to see all that Ben could do. Already he was feeling like some kind of guinea pig.

"Why not?" the one called Grimmjow said. "Might as well see if the kid can do anything."

"Did you not see the boy's fight with Yammy, Grimmjow?" Ulquiorra asked him. "He was capable of trading blows with him. While it was only Yammy who he was fighting, the boy does have some amount of potential."

Now that really burned Ben up. Ulquiorra was looking down on it, but admitting that there was a chance that Ben was slightly more than dead weight.

Yammy was ticked off too, but for an entirely different reason than Ben. "He got lucky!" Yammy roared. "I didn't expect the kid to turn into that Humungo whatever he called it."

"I believe Ben referred to the transformation as "Humungousaur", Yammy," Szayel told him.

Yammy just snarled at Szayel.

"Well, Szayel," Aizen said. "I agree with you. I'd like to see what young Ben is capable of. A demonstration of his powers would be an excellent idea."

Ben's shoulders drooped. "You want me to fight more people?" he whined.

This took everyone by surprise. They had seen people react in many ways to Aizen: begging, crying, yelling, cursing. But no one had ever whined to Aizen like a little kid. That was definitely a first.

"Don't worry, Ben," Aizen said to him. "I just wish to see your forms in action. I will intervene before anything serious should occur."

Ben looked at Aizen doubtfully. It sure didn't seem that way when he allowed Yammy to attack him.

Yammy got up. "Aizen-sama. I would be more than happy to test the runt."

Ben glared at Yammy. "I'd like to see you try." He said. "I was totally kicking your butt as Humungousaur."

Yammy turned at Ben. "You got lucky, that's all!" he roared. "I'm gonna squash you flat." He moved towards Ben.

"Please sat back down, Yammy." Aizen said in a very calm voice.

Yammy instantly froze, looked at Aizen, then grumpily returned to his seat.

"Now," Aizen continued. "The question here is; who do we use to test Ben? We know that he can hold his own against the Privaron Espada. It is difficult to say at the moment how Ben ranks amongst you, my Espada. We know he can at least go against Yammy."

"Aizen-sama," Tosen said. "Why not allow Benjamin to battle some of the other Privaron Espada?"

Aizen smiled. "That would be a perfect idea. Since Ben has already battled Dordonii, I will select new opponents for Ben. Gin, send for Cirucci Sanderwicci and Gantenbainne Mosqueada."

Gin nodded. "Of course," he said in eerily cheerful tone that gave Ben the willies.

"So," Ben decided to start conversation. "What's the difference between Espada and Privaron Espada?"

"I can explain, young Benjamin," Tosen said. "Privaron Espada are those who used to be Espada, but were demoted for various reasons. When an Espada is demoted, they receive a three digit number and are replaced by a new Arrancar."

"By the way," Ben said. "What exactly is an Arrancar anyway?"

This above all things caught Aizen's interest. Ben had no idea about Hueco Mundo, Las Noches, Arrancar, and it was safe that assume that he didn't have any idea what Hollows were. And yet, Ben had that strange device on his wrist with untold power. Aizen contemplated how he could use that power in his plan.

At that moment, Gin came back with two other people. One was a young woman with purplish hair tied in bundled pig tails. She wore a puffy looking dress with wings at the back that made Ben think of a butterfly. In her hands was a strange weapon that looked like a giant yo-yo attached to a sword handle. The other was an African American man wearing a big orange afro and a white outfit that made Disco came to Ben's mind.

"Aizen-sama," the woman said. "Who is this little kid?"

"Little kid?" Ben asked offended.

"Calm yourself, Ben," Aizen said to him. Then he turned his attention to the woman. "Cirucci, this is Ben Tennyson. The one who gave Dordonii such a hard time."

Both Cirucci and the man's eyes widened in shock. They looked at Ben before looking at Aizen.

"Aizen-sama," the man said. "Are you sure this is not some kind of joke?"

Ben frowned at the man's words.

"It is no joke, Gantenbainne," Aizen replied. "This boy managed to defeat Runuganga, battle Dordonii and hold his own against Yammy."

Both Gantenbainne and Cirucci stared at Ben. They briefly looked at Yammy, who's ticked off face confirmed Aizen's words.

"There is more to young Ben than meets the eye," he said. "And I would like to see what he is capable of."

This got Cirucci and Gantenbainne's attention. So Aizen was using them just to test out this kid?

"I'll go," Cirucci said in a huff. She didn't like what Aizen was using them for, so she was gonna make sure that this Ben Tennyson wouldn't be able to so much as lift a pinky.

Ben, on the other hand, was considering his options. Appearance wise, Cirucci didn't look all that intimidating. But he had learned from his battle with Dordonii that appearances didn't mean anything here.

"So?" Ben asked. "Where are you going to fight?"

Aizen smiled. "I believe this room is big enough."

Sure was. But Ben was surprised that they were going to fight with everyone else here.

"You may begin when you're ready," Aizen told the two combatants.

Cirucci grinned. "I'm ready now!" she cried, swinging her sword.

Ben barely had time to think as the giant yo-yo shot at him. He managed to dodge it as it crashed and made a hole in the wall. Thinking quickly, Ben activated the Ultimatrix and switched to Jet Ray. The form had helped him against one Privaron Espada. No harm in trying it with another one. He slammed the dial down.

"Jet Ray!" he yelled after transforming.

Needless to say, Cirucci's eyes bugged out when she saw what happened. "What the…" she started to say.

That's all she got out when Jet Ray fired neuroshock beams out of his eyes, striking Cirucci right in the stomach. The blasts knocked her off feet and crashing into the ground.

"What's going on here?" Gantenbainne asked, rubbing his eyes several times to make sure that he wasn't seeing things.

"Young Ben has the power to take the form of various creatures," Aizen explained.

"Marvelous," Szayel said while licking his eyes. A sick look in his eyes. "Simply marvelous."

The other Espada gave Szayel looks of disgust and contempt.

Cirucci got back up and glared at Jet Ray with pure hate.

"Alright you freak!" she yelled to him. "I'll teach you to mess with me!"

She raised her sword. "Rip off! Golondrina!"

Jet Ray's eyes were huge as he saw gigantic wings sprout out of Cirucci's back. The feathers were black and had crescent shaped. She now had some kind of headdress on that was beak like with a feathery mane. It covered most of her body. Her arms became claw like and Jet Ray could see a tail swishing behind her.

"Sheesh," Jet Ray said. "And I thought Dordonii was weird."

Shrieking like a banshee, Cirucci flew at Jet Ray. Quicky, Jet Ray flew into the air and fired his neuroshock beams again. But this time, Cirucci shielded herself with her wings. The lasers struck her wings but not even a scratch was on them.

"This is bad," Jet Ray observed.

Cirucci unfolded her wings and gave Ben an sadistic smile.

"Yes, you little creep," she said. "This is very bad."

Jet Ray was about to attack again, but his plans were delayed when suddenly the feathers on Cirucci's wings came off and flew and him. Jet Ray managed to dodge the attack, but he looked behind and saw that they had managed to slice through one of the pillars in the room like it was nothing.

"Oh man," Jet Ray said. "If I let even one of those things hit me, I'm dead." Then an idea came to him. "So I won't."

The other Espada heard him. Szayel's eyes lit up in excitement.

"Yes, Ben," he said in a low voice. "Do it."

Jet Ray touched the Ultimatrix and transformed. This time he had become a form that looked like a humanoid moth with a black and blue colored body with white spots. It's eyes were bulbous and green. Overall, he had a rather spooky appearance.

"Big Chill," he whispered in an eerie voice.

Cirucci was not impressed despite the transformation.

"So you just look different," she said. "As if that's gonna help you."

She fired her wings again. She knew that this guy "Big Chill" as he called himself would just dodge it. But she loved watching her prey struggle.

But rather than dodge out of the way, Big Chill merely floated there with his arms folded. Cirucci stared. Was this new form stupid or something? She shrugged as she saw the feathers flew at him.

But rather than cut up Big Chill like they should have, Cirucci saw her feathers go right through him. As if he was just a mere mist! Her jaw dropped and her eyes widened.

Above her, Big Chill gave her a spooky grin.

"What's the matter?" he asked in that creepy voice. "Didn't expect that?"

Big Chill took a deep breath, and fired an icy mist right at Cirucci. Cirucci had been too speechless to move so there was nothing she could do as the icy blast struck her. Ice began to form and encase her body.

"Take a chill pill," Big Chill said to her, then chuckled at his own pun.

Cirucci snarled. This guy was making a fool out of her. Now he was definitely going to pay.

"That is enough," Aizen said suddenly.

Everyone turned to look at Aizen, who was eyeing Big Chill with great interest.

"I have seen enough of this battle," Aizen explained while still looking at Ben. "If I allowed this to go any further, I would lose one of my soldiers and my new friend."

Ben didn't feel comfortable with Ben calling him friend. And Cirucci was a soldier? A soldier for what?

But Aizen continued. "Those were two impressive forms, Ben. Your first form. Jet Ray, seems to favor skill in flight and speed. Due to his appearance, I assume that he has underwater capabilities?"

"Yes," Big Chill replied. "I can use him for air and underwater."

Aizen nodded his approval. "A very useful form. Now to discuss your current form. I believe you called it 'Big Chill'?"

Big Chill nodded.

"This form is definitely a prize," Szayel said while looking at Big Chill with an almost hungry look. "Intangibility and ice powers. It's an excellent combination."

"Very sneaky of you, kid," Gin said with that smile. "If you had used that in the beginning, I bet even Yammy over here wouldn't have stood a chance."

It took a moment for the comment to register in Yammy's brain. "Hold on a minute," he said. "Are you telling me that you think the kid was going easy on me?"

Gin turned his head at Yammy. If it was even possible, his smile had gotten wider. "That's exactly what I'm saying Yammy."

Yammy's hands balled into fists. His face screamed bloody murder as he looked at Big Chill, who was simply floating in the air as he waited for something to happen.

_Just you wait, punk. _Yammy told himself. _I'm gonna get you good._

His attention was drawn when Aizen spoke again.

"Now, Ben," he said. "I would like to see your skills against Gantenbainne now."

Big Chill looked over at Gantenbainne. He didn't look very threatening, so he couldn't tell if he should use a different form or just stay as Big Chill.

"However," Aizen suddenly said. "I would like to see as many forms as I can, so I would for you to use any form aside from Humungousaur, Jet Ray, and Big Chill, please."

Big Chill groaned, once again another action that no one had ever used in front of Aizen before. He was robbed of three of his best forms. "Fine then." He said. He touched the dial. This time, he became a seven foot tall plant creature with a head that looked like an orange flame.

"Swampfire!" he cried in a nasally voice.

Szayel licked his lips. "My, how interesting." He said as he looked Swampfire up and down.

Ben resisted the urge to blast Szayel. That guy was just getting grosser and grosser. But Ben struggled to ignore him as he turned to face his new opponent.

Gantenbainne took a fighting stance. "You did pretty good to hold your own against Dordonii and Cirucci," he said. "In the name of God, let us have a good fight."

Swampfire got a good look at the man's weapons. They were twin blades that were on either side of the handles that he held in his hands. Sparks connected from the blades.

"Let's go," Gantenbainne said.

Swampfire made the first move. He raised his hands and shot streams of fire out. But in a flash, Gantenbainne had vanished.

"How is he doing that?" Swampfire groaned, reminded of when Dordonii had been using that move. If he remembered correctly, Dordonii had called it Sonido.

That's when Swampfire was aware of some kind of low boom noise behind him. He turned around to see Gantenbainne behind him.

"Too slow," the Privarion Espada said. He punched Swampfire in the gut, and his eyes widened when his fist punched right through him. He could feel nothing but plant life and gunk as he did. Grimacing in disgust, he noticed that Swampfire just looked at him as if he hadn't been hit at all. Then he grinned.

"Nice try," Swampfire said before slamming his fist into Gantenbainne's face. The blow knocked him back, but he quickly regained his balance. He looked at the hole his fist had made. Then he did a double take when he saw the wound instantly close up.

"High speed regeneration!" he gasped.

This caught Ulquiorra's interest. So this boy had a form with regenerative properties. Perhaps the boy **did** have potential.

Gantenbainne scoffed. "Just cause you can regenerate doesn't mean you'll win, Tennyson. You got fire power but it's useless against my Sonido."

Swampfire frowned. That Sonido was become a big bother. He had to find a way to immobilize Gantenbainne.

"Then let's try this," he said, pulling some seeds out of his body and throwing them on the ground near Gantenbainne's feet. Suddenly the seeds grew into massive plants that wrapped themselves around Gantenbainne's body. He struggled as best he could, but the vines soon covered his entire body, making him unable to use his Sonido or even move at all.

"Now that's more like it," Swampfire said. "That takes care of you."

"You think so, Tennyson?" Gantenbainne asked. "I'm afraid you're wrong."

The vines which encased Gantenbainne suddenly exploded. Swampfire covered his eyes to block any flying debris. When he uncovered them, he saw that Gantebainne had changed. His arms were now covered in strange plating that were big and roundish and they went all the way down to his hands, where the blade weapons had become like dragon heads. Ben could also see an armored tail from behind him.

"Take a good look, man," Gantenbainne said. "This here is Dragna. Now the real fight starts."

He put his fists together and shot a blast of energy at Swampfire. Swampfire tried to dodge but he hadn't moved out of the way in time, causing his arm to be blasted off. Grunting at what happened, Swampfire made a vine grow out of his shoulder, attach to the severed limb, and pull it back to his body.

"Not bad," Gantenbainne said as he saw this. "That's a pretty handy form you've got there."

Swampfire's response was a blast of fire. But Gantenbainne merely shielded himself with his armored platings.

"Sorry, kid," Gantenbainne said. "But you don't stand a chance now."

Swampfire frowned. He considered going Ultimate Swampfire, but thought against it. He realized what he could use instead. Touching the Ultimatrix dial, Swampfire transformed again. This time he was a small, pure white being with a wide head and green eyes.

"Echo Echo!" he called out in a mechanical sounding voice.

"You making fun of me, Tennyson?" Gantenbainne asked as he looked at Echo Echo. "You expect to beat me with that puny form?"

"Didn't anyone ever tell you, Gantenbainne?" Echo Echo asked in his mechanical voice. "Divide and conquer!"

Everyone's eyes were on Echo Echo as suddenly more and more of him appeared. Then, all the copies looked at Gantenbainne and released a powerful sonic blast at the Privaron Espada. Gantenbainne howled in pain as he covered his eyes. But the sonic wave did more than that. There was enough Echo Echos to send Gantenbainne crashing into the wall, pinned down by the hammer of sound that he was being struck with. While his armor plating protected him from physical attacks, not even he could protect himself against sound. Grunting, Gantenbainne managed to use his Sonido to appear behind the small army Ben had made. He fired an energy blast, which sent the Echo Echos flying. They responded with another sonic scream at him. But since they were scattered now, Gantenbainne had been hit by an all angled sonic blast. He fell to the ground, shaking his head to clear his now scrambled senses.

"Had enough yet?" the lead Echo Echo asked.

Szayel looked like he was on the brig of having a heart attack. _More! _He resisted screaming aloud. _More! I must see more!_

Gantenbainne got back up to his feet. Shaking his head, he grinned at Echo Echo.

"You're pretty good kid," he told Ben. "And this is a good match."

"Thank you, Gantenbainne," Aizen said suddenly. "That will be all for today."

Gantenbainne and Echo Echo both looked at each other. Then, much to Echo Echo's surprise, Gantenbainne held out his hand.

"Thanks for going all out with me, Ben Tennyson. You're a strong fighter."

Echo Echo smiled. "Thanks," he said as he shook Gantenbainne's hand. "You too."

With that, all the Echo Echos joined together and Ben turned back to normal.

With that smile on his face, Aizen turned to look at his Espada.

"So, my Espada," he said. "What are your thoughts on this?"

Yammy scoffed. "So the kid managed to wound some lousy Privaron. Big deal. I'd kill him easy."

Ben glared. "Funny," he said. "I seem to remember beating you up."

Yammy snarled at Ben, but backed off as he knew that Aizen wouldn't like it.

Aaroniero spoke up. "Ben has our respect." He said in the high pitched voice. Then he spoke in the guttural voice. **"It would be good to keep him around."**

Sadly, that didn't boost Ben's confidence. Especially with the way Aaroniero said that.

"I agree with Aaroniero," said Szayel. "It was so wonderful to see all those forms and powers Ben showed us today. And I'm certain that that the ones we've seen are just the tip of the iceberg. I'm anxious to see more."

Zommari spoke now. "If Aizen-sama approves of Ben Tennyson, then I will stand by Aizen-sama's descicion."

Grimmjow yawned. "I don't care what you do with the kid. Let me know if he turns into something worth fighting."

Nnoitra spoke up. "It looks like little Ben here might save me from boredom if he's got some good forms in that wrist thing of his."

Ulquiorra spoke next. "Ben Tennyson has displayed a wide variety of forms each with their own different powers. I can see some uses for that."

Harribel was silent for a moment. "Benjamin has displayed resourcefulness that is to be admired. He chose forms that would give him an advantage over his opponent when the odds were against him. This shows that Benjamin also has good knowledge of his forms and how to use them properly."

Barragan on the other hand merely remained silent and refused to even look at Ben. Starrk scratched his head before speaking.

"He's okay," he admitted. "But that Echo Echo form is just too noisy for my taste. Do me a favor Ben and make sure not to use that around me, okay?"

"Uh," Ben said, really uncertain how to respond to that. "Sure."

Starrk nodded. "Thank you."

Aizen now turned his smile at Ben. "It would seem that the Espada are in favor of you, Ben Tennyson. And I think spending time with them will be good for you to understand Las Noches and any other questions you might have.

"Thanks," Ben said to him.

Aizen then looked at everyone. "I think it would be best if Ben was made a Fraccion."

This drew attention from both Ben and the Espada. Most gave Aizen looks of surprise. Szayel looked at Aizen with a look of glee on his face. Baraggan on the other hand was looking at Aizen with fury. Ben could even see the old man's body shaking as if he was going to explode. He quickly looked away and back at Aizen.

"Uh, a Fraccion?" Ben asked him. "What is that?"

Aizen turned that smile of his in Ben's direction.

"A Fraccion is one who serves under an Espada," Aizen explained to Ben. "And I think you would make an excellent Fraccion."

"I agree," Szayel said while standing. "In fact, I would like to request that Ben joins my Fraccion. With my genius and Ben's forms, we would make a great team."

Ben was thinking the exact opposite. He didn't want to be in the same room alone with Szayel. Even with the power of Ultimatrix, he was still disgusted with the pink haired man.

"Normally I would allow you to do so, Szayel," Aizen said to him. "However, this time I will allow Ben to decide which Espada he wants to serve under."

Szayel had a brief look of disappointment on his face as he sat back down. Ben on the other hand was just so confused.

"Ben," Aizen said. "I know this is something new for you, but you have my guarantee that whoever you chose will teach you all there is to know here."

Ben looked at Aizen. Then back at the Espada.

"Now, Ben Tennyson," Aizen said. "Who will you chose?"

"Uh," was all that came out of Ben's mouth.

Aizen nodded his head. "I understand, Ben. You need some time to make your decision. You don't need your answer right away. I will give you time to think it over. Tosen, may you take Ben to one of the spare rooms, please?"

"Of course, Aizen-sama," Tosen said with a bow. He walked toward the hallway at the end of the room. "Come with me, Benjamin."

Blinking in confusion for a moment, Ben followed Tosen. They were in a pure white hallway. It reminded Ben of the hallway that he was in when he first reached Las Noches.

"You are unique, Benjamin Tennyson. And Harribel is right. You are resourceful. Tell me, Benjamin. How old are you?"

"Uh," Ben thought. "16."

"Hmm," Tosen said. "Interesting."

Tosen went over to one of the doors and opened it. "Here you are, Benjamin. These shall be your quarters now. I will be back shortly to see if you need anything." With that, Tosen walked away.

Meanwhile, Ben looked around his room. It was rather plain. It had a bed and couches to sit on but that was about it. Nothing else. But as Ben thought about it, this place didn't seem very high tech. But he had witnessed enough of those Espada and Privaron Espada to know that they were anything but primitive. And now Ben had to choose which of those Espada he had to be a _Fraccion_. Now, he had to think which one he wanted to work with. It was like picking your science partner in class. Only these people were a lot more difficult to handle than Ben's regular classmates.

"Ugh," Ben groaned. "What to do?"

At that moment, Ben's stomach grumbled. He realized that he hadn't eaten in a while.

"I wonder if Las Noches has chili fries."

**End of Chapter**

**Next chapter: Ben 10 the Fraccion!**


	3. Ben 10 the Fraccion!

**Disclaimer: None of the Ben 10: Ultimate Alien or Bleach characters belong to me.**

**Okay everyone. Ben is going to wind up with one of Harribel's Fraccion. Will it be Sun-Sun, Apache, or Mila-Rose. Keep reading the updates to find out.**

Chapter Three: Ben 10 the Fraccion?

As usual, Starrk was snoozing in his chambers. He had to admit that it had been quite a day when that human Ben Tennyson showed up. Starrk bet that not even Aizen could've predicted that Ben could turn into all those creatures they saw him use. Starrk wasn't sure how, but he had a feeling that Aizen was going to find some use for Ben.

His thoughts were interrupted by the fact that he felt someone grab a very _private _part of his body. With a yelp of pain and indignation, Starrk shot upright and was gasping for breath. He was greeted by a childish laugh. Grumbling, Starrk turned to look at the one responsible for waking him up. Standing there was a little girl wearing a very revealing outfit with a horned helmet that covered her head and one of her eyes. Any normal person would've freaked out by the hole in her chest, but holes like that were normal for the people of Hueco Mundo. The girl grinned.

"About time you woke up, Starrk," the girl said.

Starrk frowned at her. "Hello, Lilynette. What'd you wake me up for this time?"

It was Lilynette's turn to frown now. "You know why!" she said. "Something happened today and I want to know what. News is going around about some kind of intruder who was able to hold his own against the Privaron Espada."

Starrk groaned again. _Figures she'd find out. What a pain._

"Give me a break, okay?" Starrk asked as he started to dose off. But that was delayed when Lilynette kicked him right in the rear. "Ow!"

"You're not going back to sleep until you tell me what in the world is going on here!" Lilynette yelled.

"Give me a break, Lilynette," Starrk groaned. "I'm not in the mood."

Lilynette continued Starrk's rear over and over. "Tell me, you jerk! Tell me!"

"Alright, alright!" Starrk yelled. Lilynette stopped kicking him, and simply folded her arms.

"Well?" she asked.

"Someone came to Hueco Mundo," Starrk told her. "A kid by the name of Ben Tennyson."

Lilynette's jaw dropped. "A human? A human? What's a human doing in Hueco Mundo?"

"How should I know?" Starrk asked her back. "According to Ben, **he's** not even sure how he got here. Aizen-sama promised Ben to return him home if he helped us."

Lilynette's eyes softened. "Does he even know what we are?"

Starrk looked at the ground. "No," he admitted. "Ben's never heard of Arrancar. Safe to say that he has no idea what Hollows are."

Lilynette shook her head. "Poor kid," she said softly. "Doesn't even know what he's gotten himself into."

* * *

Baraggan on the other hand was feeling nothing but contempt and disgust towards Ben. And how could Aizen allow a measly human to become a Fraccion? That was a disgrace!

In Baraggan's quarters, he was greeted by some of his own Fraccion. A masked, blonde haired man approached him.

"Is something troubling you, Lord Baraggan?" he asked.

Baraggan merely looked at the man before finally speaking. "Yes," he said. "Aizen has allowed some human kid to become a Fraccion."

Baraggan's own Fraccion exchanged shocked looks with each other. Then one of them, a rather massive man with a calm face, spoke. "Why would Aizen have a human in Las Noches, let alone allow one to become a Fraccion?"

"According to the brat," Baraggan told him. "He just found himself here. And Aizen's allowing him to become a Fraccion because the brat's has the power to turn into different creatures."

This caught all of his Fraccion's interest.

"Is he a Shinigami?" asked a short male with black hair and wearing what appeared to be a feline's skull on his head.

"No, Vega," Baraggan said. "It is for certain that the brat is no Shinigami. But if that's the case, where did he acquire those powers?"

But Baraggan turned to face his Fraccion.

"Not that it matters. I intend to show Aizen that the brat is not wanted and not needed. And that is where you all come in."

* * *

Harribel had gone to greet her own three Fraccion and told them about the situation.

"This is ridiculous!" shouted one of them. It was a tomboyish girl with short blue hair and different colored eyes. She also had a horn like ornament attached to her head, giving her a unicorn like appearance.

"What's wrong, Apache," asked the second of Harribel's Fraccion. This one had dark skin like Harribel, and long brown hair. Her clothing was similar to that of an Amazon on her muscle toned body. "Scared the big bad human is gonna hurt you?"

"Ha!" Apache laughed. "Sounds to me like you're the one who's scared, Mila-Rose. But that's hardly surprising since you're just a big coward."

"What did you just say?" Mila-Rose yelled at Apache. The two glared and growled at each other until they were interrupted by a girl with long hair, three dots under one of her eyes, and having one of her long sleeved arms covering her mouth.

"Stop it, you two," she said to them. "For once, can't I just have a nice day without having to put up with your constant bickering? Since you're both obviously scared of this human, there's no point in trying to hide it."

"Shut up, Sun-Sun!" Mila-Rose and Apache both yelled. "No one was talking to you, anyway!"

Apache snorted. "Besides, this guy's probably useless like how the other men are around here except for Aizen-sama."

"Ha!" Mila-Rose laughed. "For once we agree on something, Apache. This guy's probably no different than all the other jerks around here."

Sun-Sun sighed. As usual, it was as if Apache and Mila-Rose were trying to see who was better. Like them, she was surprised that a human had been recruited, but knew that Aizen would have a reason for allowing such a thing to happen. Rather than speak to them, Sun-Sun looked over at Harribel. Instead of going by Apache and Mila-Rose's assumption, she would see what their leader thought of the human.

"Harribel-sama," she said. "What is this human like?"

Harribel was silent for a moment. "His name is Ben Tennyson. And unlike your assumption about the men here, girls, he is far from useless."

This got the girls' attention. If Harribel praised someone, then they **had** to be good.

"Really?" Apache asked with her mouth open. "What's he like?"

"You'll soon find out," Harribel told her, causing the girls to look at each other in confusion. "Baraggan has requested that Ben should do battle with some of his own Fraccion."

The three's eyes widened in shock. Then Mila-Rose scoffed.

"Figures," she said. "That old fart will do anything to make himself look superior. What about you, Harribel-sama? Do you think this Ben Tennyson stands a chance?"

"It depends on well Ben fights," Harribel told her. "In the fights I've seen him in, he has proven to be quite clever. I believe he can win."

The three girls looked at each other. This Ben Tennyson guy had to be something to earn Harribel's respect.

* * *

But at that moment, Ben figured that he was gonna die of boredom. This place was nice and all to him, but it had absolutely nothing. No TV, no video games, no chili fries, and no smoothies either. Talk about torture. Not only that, but now Ben had to choose to be a _Fraccion _to one of those Espada guys. All poor Ben wanted to do was go home. Something was up though. Why didn't Aizen simply let him go home?

At that moment, Ben heard a knocking at the door.

"Benjamin," Tosen's voice said. "It's me. May I come in?"

"Uh, sure," Ben said, quite caught off guard by such a thing.

The door opened and Tosen walked in.

"I trust you're comfortable, Benjamin?" he asked him.

"Yes sir," Ben told him. _Just bored out of my mind. _He said in his head. But Tosen was one of the few people he liked being around, so he didn't say that aloud.

"You're probably wondering why Aizen-sama has not merely sent you home," Tosen said, causing Ben's eyes to widen. "It would seem I am right, judging by your silence.

Ben looked at the ground in embarrassment.

"The truth is, Benjamin," Tosen said in a grave voice that drew Ben's attention. "Aizen-sama requires your assistance."

Ben stared at Tosen. His assistance?

"You see, Ben. You came to Hueco Mundo at a very bad time. We are about to go to war."

Ben groaned as he looked at the ground. He remembered the last time he had gotten caught up in wars. The first was when he had to battle the Highbreed from wiping out all other races in existence. The second was when that little girl Probity had asked him to stop the war on her home planet. While both had different results, Ben had hoped that he had seen the last of wars, at least for a while.

"You seem familiar with war, Benjamin Tennyson," Tosen said after noting Ben's disgruntled expression.

"I have," Ben said. "Not my favorite thing. Let me guess, you want me to help fight in this war?"

"Yes, Ben," Tosen said. "But we have a good cause for this war. We are about to go to war against people called Shinigami, who live in a place called Soul Society. They are ruthless and corrupted, doing things only for their own ambition and not caring about the suffering of others."

Ben looked at Tosen in shock. "Are they that terrible?"

Tosen nodded. "Indeed they are, Benjamin. I myself had experienced the cruelty of Soul Society. They allowed one of their own to kill a dear friend of mine and let him go unpunished."

Pity for Tosen and anger at Soul Society filled Ben's mind.

"Dude," Ben said, getting up. "That is so not cool!"

For a moment, Tosen was a bit confused by Ben's words. But he figured that it must be what modern kids used and he could easily tell by Ben's tone that he was angry.

"What I have been through is just one example of their wickedness," Tosen went on. "And their ruler, the Spirit King, merely sits on his throne and allows the corrupted to do as they please. Aizen wants to overthrow him and create a world of peace."

This amazed Ben. Was Aizen really trying to do that? To Ben, it always seemed like Aizen treated everyone else as children and that Aizen was the only adult. But Tosen seemed a truthful person, so maybe Aizen was fighting for peace.

"I will leave the decision to you, Benjamin," Tosen said. "But your help would be really appreciated."

Ben looked at the ground in silence. After hearing Tosen's story, he knew that he couldn't just leave things alone.

"Unfortunately, Benjamin," Tosen said. "Something else requires your attention first."

Ben looked at Tosen in confusion. What did he need to do now?

"Baraggan has requested of Aizen that you battle his Fraccion. He believes that your battles with the Privaron Espada were not convincing enough to prove your worth."

Ben sighed. Figures the old guy was the one who was completely against him.

"Aizen said it would be an excellent idea so that we can see more of what you can do," Tosen explained. "But he did say that he would leave it up to you."

"I'll think about it," Ben said. He personally wanted in the mood to get into any more fights. But it looked like fighting was the only way to get some respect around here.

"Incidentally, Benjamin," Tosen said to Ben. "Have you decided which Espada you would like to be a Fraccion to?"

To be honest, Ben didn't want to be anyone's Fraccion. Nothing personal, but it didn't make Ben feel comfortable. But now that Ben knew what the Espada were doing…

_Hold on a minute, _something in Ben's mind thought. _Remember what Dordonii said. He said you had to be like the Devil himself here. Show any compassion and you would wind up with a blade in your back. This doesn't make any sense._

"It seems that you still don't trust us," Tosen said. "And due to your previous encounters it is completely understandable. You see, Benjamin, Las Noches is the only haven in Hueco Mundo. Beyond this sanctity is world where it is killed or be killed. That attitude has continued within Las Noches itself. Yammy is a prime example."

Ben nodded, despite the fact that Tosen was blind. But Tosen went on.

"But Lord Aizen does not approve of needless violence. We thought you might have been a spy for Soul Society. That is why he allowed Yammy to fight you."

_That's how they handle spies? _Ben thought.

"I know it is difficult, Benjamin," Tosen said. "But Aizen-sama is righteous. And if anyone tries to harm you, Aizen will make sure that justice is done."

This didn't really fill Ben with confidence. First, everyone had been all up for killing him. Now they were trying to play buddy-buddy with him. But Tosen's story about Soul Society seemed convincing enough. And Ben had become friends with some of the most unusual of people. Some of them had indeed wanted to kill him. Take Kevin for example.

Now on the topic of having to work with any of the Espada. Most of them gave him the creeps. In fact, the only two that didn't bother Ben were Harribel and Starrk. Starrk didn't mind him and Harribel was the only one who gave him an honest compliment. Ben blushed when he realized that he thought that Harribel was rather beautiful despite the fact that she kept her face covered up. He thought about his decision for a moment. No offense to Starrk, but Ben figured the guy looked extremely lazy. During his first time with the Espada, Ben could see that Starrk wanted nothing more than to drop down and fall asleep.

"Is it alright if I tell you later?" His face started to turn red, afraid that Tosen might tease him about it. But Tosen didn't seem the type of man to do such a thing. Gin on the other hand would. He certainly looked like the type of guy to do that.

"I understand, Benjamin," Tosen said. "I shall inform Aizen-sama. Also, would you like some time to think about Baraggan's challenge?"

Ben sighed and looked at the ground. He highly doubted that the old man was going to respect him no matter what he did. But he also knew that if he didn't make a stand, then Baraggan would probably continue to harass him.

"Alright," Ben told him. "I'll do it."

Tosen nodded. "I have confidence in you, Benjamin. Good luck."

Ben couldn't help but feel a little touched that Tosen told him that. He really felt that he could become friends with him.

* * *

It wasn't long before all of Las Noches was aware that Ben was now going up against one of Baraggan's minions. In the majority's opinion, it was foolish. Ben had already proven that he could handle himself against a Privaron Espada, and they were second only to the regular Espada.

"Even the weakest of my Fraccion are more than capable of dealing with the Privaron Espada," Baraggan had said when anyone told him their opinion on the outcome between Ben and his Fraccion. "That little brat will be no match for any of them."

Of course, the main reason most were interested was because they wanted to see more of Ben's forms. Szayel was talking to his own Fraccion about it.

"What great timing!" Szayel said to them cheerfully. "I didn't think I'd get the chance to see more of Ben's forms so soon. I hope he uses ones we haven't seen yet. I feel like imitating Yammy and yelling 'Suerta!'"

* * *

The fight was to take place outside. Tosen had come to Ben's room and led him outside.

"Are you ready for this, Benjamin?" Tosen asked him. "Beating Baraggan's men does not necessarily mean that he will respect you."

Ben shrugged. "I figured," he said. "But I might as well let him know who he's dealing with."

Soon, they went outside. What greeted Ben was a big shock. It was daylight now. But Ben noticed something was off. Instead of the massive dome, he saw a bunch of towers and pillars. He scratched his head in confusion.

"The dome you know doubt saw outside is a fake sky that Aizen-sama created for us," Tosen explained to Ben. "It is always night in Hueco Mundo, so Aizen-sama decided to bring light to the darkness."

Ben whistled as he looked up in the sky. He had to give points to Aizen for creativity.

"Ah," said Aizen's voice. "Tosen, Ben. I'm glad you could make it."

Both turned their heads in the direction of Aizen's voice. He was standing at the left of them accompanied by the other Espada and several people that Ben figured had to be their Fraccion. He gave a look over to Harribel, wondering if she would want Ben to join her Fraccion. He was then aware that the girls next to Harribel were three other girls. He blushed a little red when he realized that each of them was rather cute.

"This is the kid everyone's been talking about?" a voice asked. "That's a laugh! He looks pathetic!"

Ben turned to see who said that. He noticed that it came over from where Baraggan and his Fraccion were. The one who said it was a man with no shirt, which showed the many red tattoos on his body.

Another one, short one who looked around the same age as Ben as well as a feminine appearance spoke. "Lord Baraggan, you honestly want us to fight him?"

Baraggan looked at the speaker. "Aizen-**sama**," Baraggan said with heavy sarcasm. "Believes this boy is of use to us. I want him proven wrong."

Ben glared at Baraggan. Then his attention was drawn by Harribel's Fraccion.

"So this is the big, bad, Ben Tennyson we were told so much about," said the girl with the different colored eyes. "Sure doesn't look like much."

Ben frowned at that.

"Appearances can be deceiving, Apache," said the dark skinned Amazon looking one. Ben couldn't help but wonder if she had gained Harribel's lack of modesty. "You're an example of that yourself."

"What was that, Mila-Rose?" the one called Apache shouted.

As the two argued, the third girl walked over to Ben. She was much more composed than Apache and Mila-Rose, but Ben couldn't figure out why she had one of those long sleeves over her mouth. Was she trying to cover a pimple or something?

"I apologize for my comrades' rudeness, Ben Tennyson," the girl said in a soft voice. "My name is Sun-Sun. Harribel-sama holds you in high regard. I hope you do not disappoint her."

"Same here," Apache and Mila-Rose said, looking at Ben. "If you do anything to make Harribel-sama look bad then we will make you pay."

Ben gulped at this. Talk about loyal. Maybe it wasn't such a good idea to join Harribel's Fraccion if the others were ready to kill him.

"Can we get this over with?" Grimmjow rudely blurted out. The others next to him (obviously his Fraccion) nodded their agreement. Aizen smiled.

"Of course, Grimmjow," Aizen said to him. He turned to face Baraggan now. "Baraggan. Have you chosen who Ben shall battle?"

Baraggan looked at Aizen, and then at Ben, and then back at his Fraccion. He looked at each one as if to size up which one should fight Ben first.

"Cuulhourne," Baraggan said finally. Ben noticed several of the others wince or grimace at this. Who was this person? Was he weak or something? But Ben's thoughts were interrupted by a somewhat obnoxious voice that shouting cheerfully.

"Okay, okay, okay, okay!" Ben turned to see the source of the voice. And suddenly thought that he had walked into a nightmare.

Twirling like a ballerina was a muscular man dressed in clothes that were definitely not meant for a guy to wear. His pants too tight and his shirt hardly covered his chest. He had long purplish hair and wore what looked like a small tiara on his head. His face was the worst. It was as if the guy had tried and failed to make himself look like a woman.

"I am Lord Baraggan's Fraccion, Charlotte Cuulhourne," the man said while winking at Ben the same way a flirty girl would. The whole thing had Ben's face turn green enough to match his jacket.

"Oh my," Charlotte said in a poor imitation of a girl's voice. "Are you alright?"

"Just feeling a little disturbed is all," Ben said weakly, taking a step away from Charlotte. Unfortunately, Charlotte didn't get the message that **he **was the one who was creeping poor Ben out.

"It's no good fighting if you aren't well," Charlotte said. "Maybe we should get you some help."

"No need," Ben said. "I'm okay. And I'm grateful that I didn't eat any lunch yet."

"Well then," Charlotte said energetically, oblivious to what Ben meant. "Shall we begin?" he asked while striking a feminine pose. Ben resisted the urge to bolt right then and there.

"Uh, sure," Ben shrugged, while struggling to keep himself from feeling grossed out. He knew that he was gonna have nightmares after this.

"Good," Charlotte said, pulling out his sword and kissing the blade. "Let's go."

Quickly, Ben activated the Ultimatrix, set the dial and slammed it down. After the flash of green light, Ben was replaced by a tall and lanky cycloptic creature made out of purple rock. Pink stones stuck out of his back like spikes and one stuck out of his forehead like a horn. This new form struck a fighting pose.

"Chromastone!" the form shouted.

Aizen raised his eyebrow with interest at this new form. Chromastone, as Ben called it, seemed to be made of rock, but its scrawny frame clearly indicated that it made more powers than just its body. He was curious to see what Ben could do with this form.

But for the most part, none of the people seeing Ben for the first time were particularly impressed with this form. It didn't look intimidating and was rather a disappointment. In fact, Baraggan thought Ben was mocking him by turning into such a weak looking form. Charlotte on the other hand, didn't look bothered one bit. In fact, he seemed rather interested in Chromastone.

"Ah," he said while running a hand through his own hair. "So you have decided to compete with my beauty by turning into a form made of precious stones, Ben Tennyson?" he asked. "I'm sorry but there is no beauty in all creation that can compare to mine." He then let out giggle.

Chromastone blinked at him. "Beauty? Uh, sorry pal I think you need to get a reality check. It's kinda freaking me out."

Nnoitra, Grimmjow, Grimmjow's Fraccion, and anyone else that could starting laughing at Chromastone's comment. Now it was Charlotte's turn to blink at Chromastone. "Oh my," he gasped. Then he walked up to Chromastone, who naturally took a step back. Charlotte looked at Chromastone for moment, brought his hand back, and slapped Chromastone right across the face.

Being made of silicon, Chromastone hardly felt the slap. But he was still thrown off the fact that the guy actually slapped him. Just how bad did this guy think he was a woman?

"How dare you?" Charlotte yelled, obviously very offended by Chromastone's words. "What right have you to judge a person by their appearance?"

To be perfectly honest, Charlotte did have a point. Ben had plenty of encounters with weird people and creatures. But then again, none of them had ever acted like the opposite of their gender before, so Charlotte was something. And in a disturbingly bad way.

"Come on, already," Grimmjow yelled. "We came to see a fight, not some beauty contest. Start fighting."

"Hmph," Charlotte said with his hands on his hips and nose up in a girly manner. "Fine then," he huffed. Then he turned to face Ben. "I guess it's time to start now isn't it?" he winked at Chromastone, causing Chromastone to blanch.

With that, Charlotte leaped high up into the air. Chromastone looked up and saw him flipping back down to where he was standing.

"Beautiful Charlotte Cuulhourne's Miracle Sweet Ultra Funky Fantastic Dramatic Romantic Sadistic Erotic Exotic Athletic Guillotine Attack!"

Chromastone had been too baffled by the long and pointless adjectives that Charlotte was shouting out, that he had almost failed to noticed that Charlotte was now right above him, bring his sword down. Chromastone managed to leap out of the way in time, but he turned around to see a giant gust of sound that burst from the ground when Charlotte struck down with his sword. His eye widened. This guy may be a little cracked in the head, but he was certainly strong.

"Ah," Charlotte said, smiling at Chromastone's amazed expression. "I see my beautiful technique has left you completely speechless."

"No," Chromastone said. "Not really." With that, Chromastone raised his hands and fired what appeared to be a rainbow colored beam of energy out of them and right into Charlotte's stunned face. The blast knocked him backwards and fell butt first on the desert's sand.

"Interesting," Szayel said as he looked like Chromastone. "Judging from the fact that the beam he shot was rainbow colored and had absolutely nothing to do with a Cero, I'd say that this 'ChromaStone' has the ability to absorb sunlight and convert it into offensive blasts. Quite impressive actually."

Apache shrugged as she overheard Szayel. "So he's got some moves. Big deal."

Grimmjow snorted. "So he picked a rock monster that shoots rainbow beams? Tch. That's pathetic. I liked it better when he used things like that Humungousaur that beat up Yammy."

This got the attention of the all the other Fraccion. No one had bothered to tell them that Ben could fight on par with an Espada. Not even Grimmjow's own Fraccion were told about this. They looked at Ben with greater interest.

Charlotte brushed the sand off his clothes and looked at ChromaStone. "Not bad, Ben Tennyson. Seems this is a fight to see who can pull off the more beautiful technique."

Ben was really starting to regret choosing ChromaStone. Every time he made a move, Charlotte would misinterpret it as an attempt to upstage him in "beauty". Ben shivered at the thought. He had to hurry up and end this fight now. He charged at Charlotte, ready to punch him. Charlotte dodged out of the way and swung his sword. It clanged off ChromaStone's silicon body. Charlotte tried to strike again, but ChromaStone charged forward, grabbing Charlotte with surprising strength for his scrawny size and slammed Charlotte into the ground. He fired another rainbow colored blast, but Charlotte blocked himself with his hands. This time the blast didn't do anything.

"You caught me off guard with your little technique before, Ben Tennyson," Charlotte said. "But now that I know, it won't work on me again."

Chromastone cringed. He had to think of something fast. Well, it looked like Chromastone was no use against this guy, so he'd have to use a different alien. Touching the Ultimatrix dial, Ben transformed. This time, he transformed into what appeared to be a pile of slime in humanoid form. A strange UFO floating above his head.

"Goop!" the creature yelled in high pitched voice.

"Ugh!" Charlotte cried in disgust upon seeing Goop. "What…what is that disgusting thing?"

"Hey!" Goop yelled at Charlotte. "I have a name you know."

Baraggan snorted in annoyance. "Are you trying to mock me brat, by transforming into these ridiculous creatures?"

"Hey, Goop is a good choice," Goop snapped at Baraggan. "I'll prove it, too."

With that, Goop made his body loose its humanoid shape and shot forward at Charlotte, the UFO device seeming to follow him as he did. Charlotte swung his sword, but it simply passed through Goop's slimy body. Charlotte recoiled as he regarded Goop like he was some kind of germ. But soon, Goop wrapped himself around Charlotte's body, completely immobilizing him. Everyone else watched as Charlotte struggled to break free of the slimy situation he was in. One, it was disgusting and two , it was ugly. For someone like Charlotte, having something so ugly be so close to him was torture.

"Let go of me!" Charlotte practically screamed. He tried to flay his limbs, but Goop had wrapped them up pretty tight.

"Say uncle!" Goop taunted, amused at how Charlotte was freaking out.

"Fascinating!" Szayel cried. "This form seems to be some kind of polymorph. Lacking an solid structure, Ben is capable of morphing this form to his needs. And the fact that it's immune to any kind of physical attack makes it even more useful of a form than at first glance. Oh, Ben you naughty boy, keeping such useful forms up your sleeve."

Harribel nodded in agreement with Szayel. It was rather clever for Ben to have a form like Goop around.

"Do you see that girls?" she asked Apache, Mila-Rose, and Sun-Sun. "Benjamin is a resourceful boy."

Mila-Rose silently admitted that she had to agree with Harribel. The boy was definitely full of surprises. And the fact that most opponents would drop their guard due to Ben's human appearance only gave him one more advantage in a fight. She could not deny that Ben was very valuable to the cause. Then she found herself wondering what his human side was like.

When Sun-Sun had set eyes on Ben, she could see something about him. Something that made you want to believe that no matter how hard the odds were, he would come out on top. She realized it was the type of feeling that Arrancar felt around Aizen.

Apache on the other hand, just laughed out loud. "Come on, Harribel-sama," she said. "He's only doing this good cause he's battling Charlotte of all people. That drag queen is too vain and full of himself to be a challenge to anyone. I'll respect this kid after I see what he can do in a **real **fight."

Unfortunately, her comment did not go unnoticed by Baraggan, who was now fuming by Apache's words.

"It would be best if you were to keep your Fraccion's tongues in check, Harribel," he said to her.

Harribel turned her head to face Baraggan. "And perhaps it would have been best for you to not have underestimated Benjamin Tennyson."

Baraggan grit his teeth. He had to do something or he was going to be disgraced in front of the other Espada. He knew that he had to tip this in his favor.

"Alright, Cuulhourne!" he yelled to Charlotte. "That'll do for the warm up."

"Warm up?" Goop yelled. "Can't you just admit that I was winning the fight?"

"Because you used some a slime form due to the fact that you were too cowardly to trade blows with Cuulhourne?" Baraggan asked. "I think not. I have someone else in mind for you to fight."

Truth be told, Baraggan had actually expected Charlotte to have defeated the brat long before now. He hadn't counted on the boy using a form like Goop. But to be honest, he should've known better than to send Charlotte out there. He had always deemed the man the most useless of his Fraccion. His was too vain and too fearful of ugly things to be of any true use. No, Baraggan should've known to send a much more capable dragon to fight this cocky brat.

But which one? He could easily send his most powerful Fraccion to deal with the brat, but he had stated that his weaker members could defeat Ben. And using one of his stronger Fraccion would be a waste of time and it would be over too quickly. He wanted to watch this Ben Tennyson suffer as well as watch Aizen be proven wrong for the first time in his life.

_Now which to use. _Baraggan thought as he looked at each of his Fraccion.

The first among them was a tall man with white mask covering most of his face except for his mouth and his long blonde hair. A rapier was at his side as well as blade attached to his wrists. This man was Findor, the strategist of Baraggan's Fraccion.

The next one was the shortest of the group, the one with the young and rather girlish appearance. His clothing were a mandarin style jacket, sleeves rolled up on his elbows, and an upturned collar. His clothes, combined with the tiger skull on his head made him fierce. He was Ggio Vega, one of Baraggan's closer Fraccion. And he loved a good fight.

The next two were the biggest of Baraggan's Fraccion. The first one was massive and wore a helmet with short tusks protruding from the sides. The second one was extremely tall and had a resemblance to a tall and muscular Chinese monk. He had strange attachment to his chin that had two horn like structures prod out from either sides. They were Nirgge Parduoc and Choe Neng Pow.

The last one was the one who had asked him if Ben was the one they were supposed to fight. He wore no jacket, which showed the red tattoos over his body. He wore a beak like helmet on his head. His name was Avirama Redder and he was most likely the most battle crazy of Baraggan's Fraccion.

Baraggan considered his options. He was certain that Choe could easily defeat Ben. Not even Humungousaur could compete with Choe's true power. But if he sent Choe, the others would consider him a coward to not sending someone Ben could hold his own against. He could send Nirgge, but he had a feeling that Humungousaur could take care of him. That left Findor, Ggio, or Avirama.

"Avirama Redder!" Baraggan yelled. "Crush him!"

"Yes, Lord Baraggan!" Avirama yelled. "It shall be done!"

With that, he walked forward. Realizing that he had a new opponent, Goop released Charlotte. Charlotte fell on his knees and began brushing himself off as he try to make sure that he didn't have a trace of Goop left on him. Baraggan looked at Charlotte disdainfully.

"I will deal with you later, Cuulhourne." He said with contempt. Charlotte wilted at the glare he was receiving. Ben couldn't help but feel sorry for Charlotte.

"Alright!" the one called Avirama yelled. "Gonna hurt you, gonna hurt you, gonna kill you!"

Goop tilted his head in confusion. "Uh, what in the world are you doing?"

Avirama looked at Goop like he was crazy. "What are you, retarded? It's a ritual. The two of us shout what we're gonna do to each other to get in the mood. Come on! Gonna hurt you. Gonna hurt you. Gonna kill you!"

If Goop could roll his eyes, he would have. This guy looked stupid and violent. And he had a habit of yelling what he wanted to do to Ben. That's when an idea came to Ben. He knew just the form to use against this guy. Touching the Ultimatrix, he transformed. In his place was a tailless, muscular, humanoid tiger. Rather big claws were in the middle of his hands and he had a vicious look in his eyes.

"Rath!" he yelled.

Ggio's eyes widened the most when everyone saw this new transformation. Another tiger? What the heck?

But Rath's attention was only on Avirama Redder. "Let me tell you something, pal!" he yelled. "I'm gonna shove my hands down your throat, rip out your intestines, and use them to make a sweater!"

At first, Avirama just looked at looked at Rath in absolute shock. Then his face lit up into a huge grin.

"Yeah!" he yelled. "Now that's what I'm talking about! My blood is racing! Alright, Rath! You better not disappoint me!"

"**You** better not disappoint me!" Rath shouted back.

Avirama's grin widened. "Scalp, Aguila!"

Rath watched as Avirama transformed. His body had now become like a giant bird man completely covered in red feathers. He soared into the sky and shrieked.

Rath balled his fists in excitement. "Now you're making it interesting!" he called.

Avirama's real mouth, which was covered by the beak like structure he now had, was grinning bigger than ever before.

"How's this for interesting?" he called down to Rath. "Devorar Pluma!"

Suddenly the feathers from Avirama's wings began firing at Rath. The big guy just stood there as the feathers pelted him down. The desert sand around Rath shooting up as each feather struck. Unlike Cirucci's feathers, which were blades, these feathers were as hard as stone. This, combined with how fast Avirama was shooting them could be equal to that of a painful meteor shower. And the fact that he could instantly regrow his feathers made it so that he could keep up the attack as much as he wanted.

"Tch," Avirama groaned. "He just stood there. And I was hoping that I was gonna get a good fight out of this."

When the sand cleared, everyone was in for a surprise. Rath was still there, still looking at Avirama like nothing had happened. He looked completely unhurt.

"Is that all you got?" Rath yelled. "Is that all you've got? I've felt raindrops more painful than that!"

Avirama thought he was in paradise. Long had he wanted an opponent that could get his adrenaline pumping and make him just go wild in a fight. And now here was this shapeshifting human who fit the bill entirely. After this fight, he'd have to see if Baraggan would still let them keep Ben as a pet or something.

"Is that all I've got?" Avirama repeated to Rath. "Not even close!"

With that, Redder fired off even more of his feathers at Rath, who this time decided to dodge. He continued running to dodge, and proved to be quite good at it. But Avirama wouldn't let his foe get away. He flew after him.

Meanwhile, Aizen walked over to Szayel. "Well, Szayel," he said. "What is your opinion on this?"

Szayel tapped his chin. "Well," he said. "While this form is not as interesting as some of Ben's other forms, it does have its uses. This form seems to be one purely for combat use, which is perfect to use against someone like Avirama Redder. Rath seems to be highly aggressive and very short tempered. He also appears to be less intelligent in this form, which allows him to brush off injuries like they were nothing."

Avirama was getting impatient. After all he and Rath had just been through, this couldn't be all he was capable of. All Rath was doing was dodging his attacks.

"Come on, Rath," Avirama yelled to the tiger-like creature. "This is a fight! Birds and cats are natural enemies! Show me what you've got!"

Crouching down like a real tiger, Rath leaped into the air and slammed Avirama with a perfect uppercut. But his attack didn't end there. He grabbed Avirama by the neck, swing his body so that he would wind up on Avirama's back, and gripped him in a headlock. Avirama struggled to get Rath off, but Rath's grip on his neck was like iron. The oxygen to his brain was effectively cut off.

"Let me tell you something, Avirama Redder!" Rath yelled despite that fact that Avirama was at his face. "Birds are not cats' enemies. They're food!"

And Rath raised his fist back and practically slammed it against Avirama's head. The blow was enough to send Avirama nosediving straight into the ground. Rath let go of Avirama and stood to face him.

"Come on, Bird Man," Rath said. "I thought you said you were going to hurt Rath. How are you supposed to do that when you're having a sand sandwich?"

Baraggan was gritting his teeth and his fist were balled extremely tight. So far, this boy had managed to make a fool out of two of his Fraccion.

Slowly, Avirama got back up to his feet. He laughed weakly as he started to get air back in his system.

"This is great," Avirama said. "Ben Tennyson," he assumed another fighting stance. "I think I've just found my sparring partner."

Rath grinned. "Just don't come crying to me when I kick your butt so bad, Bird Man!"

Avirama took off into the sky again and began blasting more of his feathers at Rath. However, Rath knew that if he kept fighting in his current form, things could get messy. So instead, he decided to try something else instead. Touching the Ultimatrix dial, he transformed again. In his place was a big, two legged turtle like creature. It's arms were rather more like flippers and he had holes on his chest.

"Terraspin!" this new form called.

Avirama Redder yelled. "What happened? Why'd you change into some turtle thing? Change back to Rath."

"I'm afraid not," Terraspin said. "I'm perfectly capable of defeating you with this form."

Avirama laughed. "Defeat me? Defeat me? And how do you intend to do that as a turtle?"

Terraspin smiled. "Like this."

Terraspin tucked his head into his shell and jumped into his air. His legs connected together and altered themselves along with his arms to become more blade-like. Then, the limbs began to spin wildly like that of a fan and wind began pouring out of the holes in his chest. The wind erupted into a massive gale force. Avirama found himself struggling against it.

"What does this boy **not **turn into?" Apache asked.

"So many forms and so many powers," Mila-Rose noted.

"But Harribel-sama," Sun-Sun said. "What exactly does Aizen need Benjamin for?"

Harribel merely watched as Terraspin continued to use his wind powers on Avirama. "I'm not sure," she admitted. "But I am certain that Aizen has some need for Benjamin."

Meanwhile, Avirama tried to fire more of his arrows, but Terraspin managed to hover out of the way. He moved his body so that his chest was facing toward the ground, using the wind he produced to allow him to hover. He flew towards Avirama and slammed into the dumbfounded man. The two crashed into the ground again. Avirama was about to get up until Terraspin slammed his shell into him again.

"What do you think you're doing?" Baraggan yelled. "Stop going easy on this human and finish him."

Harribel looked at him. "Perhaps your subordinate isn't holding back," she stated. "Perhaps you made the mistake of underestimating Benjamin."

Baraggan glared at her. "Don't you dare mock me, Harribel. There is no way a human could defeat an Arrancar, let alone a member of my Fraccion."

Apache grinned. "Then how come I see Ben over there beating up one of **your **Fraccion, then?"

"I have seen enough," Aizen said suddenly. Everyone stopped what they were doing and looked at him. Even Ben and Avirama, who were locked in combat, stopped what they were doing.

Baraggan glared at Aizen. "Why are you stopping them? There hasn't been a winner yet."

Aizen smiled at Baraggan. "I believe that if we went any further, Ben would win."

Baraggan's eyes shot so wide. He visibly struggled to keep himself under control. "You seem pretty confident that the brat would win."

Aizen just continued to smile at him. "I have seen enough of Ben's skills to come to the conclusion that he no doubt wields many forms that we have not yet seen. His wide variety of powers is what makes him so dangerous. And as Harribel had stated, Ben is very resourceful, as I have noticed with my own eyes. Without a doubt in my mind, Ben would be able to beat all of your Fraccion."

Now all of Baraggan's Fraccion were shocked and insulted by Aizen's words. And they weren't the only one. Harribel, Nnoitra, Grimmjow, and Szayel's Fraccion were all shocked. Did Aizen really hold Ben in such high regards?

"Redder! Cuulhourne!" Baraggan yelled. "Get out of my sight! You are no longer part of my Fraccion!"

Terraspin's eyes widened as he heard this. He looked at Avirama and Charlotte, who both had looks of horror on their faces. He turned himself back to normal.

"Hold on," he said. "Isn't that a little harsh?"

Baraggan glared at Ben. "They are a disgrace. I have no need for people like that."

"Forgive us, Lord Baraggan, we beg of you!" Charlotte cried, getting on his knees and begging.

"Unforgiveable!" Baraggan yelled, striking Charlotte across the face. Charlotte tried to get up but Baraggan began stomping on him in anger.

"Hey, knock it off!" Ben yelled to him. He activated the Ultimatrix and turned into Swampfire. Before Baraggan could attack Charlotte anymore, Swampfire created a wall of fire between him and Charlotte.

"Stay out of this, brat!" Baraggan said.

"Like I'm gonna let you beat up these guys just because they lost?" Swampfire asked. "So they lost? Big deal! That doesn't give you the right to hurt them."

This was what really took everyone by surprise.

"They are useless to me," Baraggan said to him. "I have no use for them."

"Just because they lost?" Swampfire asked. "That's stupid."

Baraggan raised an eyebrow at Ben. "Stupid?" he asked. "You dare?"

"That's enough," Aizen said suddenly. "Baraggan, Ben is right. There is a chance for Charlotte and Avirama to become stronger now. You can use their battle with Ben as experience and motivation. They now have someone to try and surpass. You should not just get rid of them for losing one fight."

Baraggan was fuming. He had been humiliate and utterly degraded. Not only that, but Ben had the nerve to try and stand up to him. Unforgiveable.

"Fine," he said.

Avirama and Charlotte looked at Swampfire, who turned back into Ben. They walked over to him. And then they bowed.

"Ben Tennyson," Avirama said. "We are in our debt."

"Yes," Charlotte said. "To defend someone you don't even know despite the fact that they were trying to hurt you. You possess the most beautiful heart of all."

Ben nervously chuckled at this. Talk about awkward.

"And now everyone," Aizen said. "Ben Tennyson is to decide which of the Espada that he shall be a Fraccion to. Have you chosen, Ben?"

Ben thought about it and took a gulp. _Well. _He thought. _It's now or never._

"I have chosen," Ben said. "I would like to be Harribel's Fraccion."

Aizen nodded. "Harribel," he said to her. "Do you have any objections?"

Harribel had to admit that she was a little surprised that Ben would pick her.

Nnoitra laughed. "What does he think he's doing? Choosing a woman? Pathetic."

Ben frowned at him. "Then tell me why she's number 3 and you're only number 5."

Nnoitra frowned. "You have something to say?"

Ben activated the Ultimatrix. Nnoitra grinned. "Not tired eh, Ben?"

"Nnoitra," Aizen said. "Ben has made his decision. The only one who has anything left to say is Harribel."

Nnoitra nodded.

"Now Harribel," Aizen said to her. "Do you have any objections with Ben being your Fraccion?"

Harribel analyzed all she knew about Ben. He had the power to turn into different creatures. He proved to be a very resourceful individual and was not brutish or arrogant like most of the men were around here. Nor did Ben seem ambitious. He could use that device on his wrist for personal gain, but he didn't. And seeing Ben stand up to Baraggan for bullying his own Fraccion was something else. Harribel knew without a doubt that Ben was special.

"I have no objections. Nor do I believe my Fraccion has any." She looked at her three Fraccion. "Do you girls?"

The three girls looked at each other. They had to admit that Ben was different from all the other guys here. He was a human after all, so that was probably the reason why. Sure it was gonna be weird having a guy join a Fraccion with mostly females, but personally none of them could think of a reason why Ben **shouldn't **join.

"We have no objections, Harribel-sama," Sun-Sun said with a curt nod. Harribel nodded back at her and she turned to face Aizen.

"So it is settled," Aizen said. "Ben shall now be part of Harribel's Fraccion."

The girl named Lilynette snickered. "I bet he just joined cause he thinks they're hot."

Ben glared at Lilynette the way he would glare at Gwen or Kevin when they teased him. It felt like he had a little sister who was teasing him about a crush.

But if anyone else heard Lilynette's comment, they didn't show it. Aizen nodded at Ben. "I will leave you to get acquainted with your teammates, Ben. Take care." With that, Aizen and just about everyone else walked off, leaving Ben alone with Harribel, Apache, Mila-Rose, and Sun-Sun. Charlotte and Avirama were walking a good distance from Baraggan and their fellow Fraccion members.

"So," Apache said once they were the only ones left. "Why did you want to join us? And if you only did it because you wanna try and get with Harribel-sama, I'll kill you."

"Wait," Ben said, waving his hands in front of him. "It's not like that at all. Harribel was the only person who I felt comfortable around."

Mila-Rose frowned. "What do you mean by that? If you think that Harribel-sama is some kind of weakling then…"

"She's the third Espada isn't she?" Ben pointed out to her. "And even if she wasn't, I still would've picked her."

Well there went the trio's accusation that Ben only did it because Harribel was one of the hire ups. This statement even left Harribel momentarily surprised.

"You chose me not as one of the Espada but as a person?" she asked him. Ben was just full of surprises.

"Yes," Ben said to her. Blushing a little red and scratching the back of his head, he said. "You just seem like a good person. Starrk is too, but I don't know what I'd do about a guy who's asleep most of the time."

At this, Harribel's Fraccion all laughed. Even Harribel cracked a small smile behind her jacket.

"You surprise me, Ben Tennyson," she said softly. "I believe I can trust you."

Sun-Sun nodded. "He does seem that way."

"I agree," Mila-Rose said. "About time Hueco Mundo got a guy who wasn't useless."

Apache scoffed. "I'll let him stay for now. But he's gonna have to work his butt off before he thinks he can impress me."

Mila-Rose laughed. "Yeah right, Apache," she said. "I bet your little heart was screaming out for Ben when he was fighting."

"Look who's talking, Mila-Rose," Apache said. "I bet your heart was pounding whenever he turned into those monsters and yelled out their names."

Ben found himself very embarrassed. Here these two rather cute girls were arguing about who liked him. And they were doing it right in front of him as if he wasn't even there.

"Girls," Harribel said. "I think that's enough."

Instantly the two girls stopped fighting and stood at attention like soldiers. Harribel then turned her head to look at Ben.

"Does that bother you?" she asked.

Ben shrugged. "I've seen worse at home." He admitted.

Harribel nodded. "Welcome to my Fraccion, Ben Tennyson."


	4. A day in Las Noches

Disclaimer: None of the Ben 10 or Bleach characters belong to me.

Looks like I'll have to go back on what I said before. See, I'm a little torn between a BenxAdult Nel pairing or a BenxSun-Sun pairing. But now I'll let leave it for you readers to decide. Which is better: BenxSun-Sun or BenxAdult Nel? You decide.

Chapter Four: A day in Las Noches

Aizen sat in his throne, thinking about the recent events that had occurred yesterday. Even he had not predicted the sudden arrival of Ben Tennyson and that was saying something. It was almost enough to make Aizen believe in providence. A boy with shape-shifting powers and no apparent knowledge of Hueco Mundo, Hollows, Arrancar, Shinigami, or Soul Society. How perfect was this?

While Aizen was curious as to how Ben came to Hueco Mundo in the first place, he already saw potential in Ben the moment he saw him turn into Humungousaur. His interest only increased with each new form he saw Ben turn into.

"Hello, Aizen," Gin said as he walked into the throne room.

"Good evening, Gin," Aizen said. "What brings you here?"

"Just thought I'd tell you that little Ben is making everybody antsy."

Aizen smiled. "I believe Ben's been doing that ever since he first came here."

"True," Gin said with his own grin. "But now that everybody knows what he can do, he's the talk of the town. Why, even Luppi is in the mood to fight him. He told me so."

Aizen gave a light chuckle. "And he's far from the only one, isn't he?"

"As if you didn't know," Gin laughed. "But the two we really need to worry about is Szayel and Aaroniero. Szayel would love nothing more than to experiment on Ben and I'm pretty sure Aaroniero's been wishing Ben was a Hollow so he could eat him. I wouldn't be surprised if he asked Szayel to fuse Ben with a Hollow so he could."

Aizen gave out a dramatic sigh. "It would seem that Ben is just too tempting for them to control themselves. I'll have to make a point that Ben belongs to Harribel now and is off limits."

* * *

Harribel watched from a balcony as Ben and her Fraccion were sparring with each other. She knew that it would be best for the four of them to train. It wasn't going to be easy, since Apache, Mila-Rose, and Sun-Sun were all used to it just being the three of them Having a fourth member, as well as a guy, was completely unexpected. But Harribel knew that if she was to ever have male Fraccion, it would be Ben.

Harribel and her Fraccion told Ben that Hueco Mundo was an afterlife place. They told him Ben about soul chains and that certain people winding up having their soul chains withering away to nothing. The unfortunate souls to have such a thing happen to them become things called Hollows. Hollows were mostly mindless creatures. They then explained to Ben what Arrancar were. Arrancar were Hollows who succeeded in regaining human forms and rationality. And it was thanks to Aizen that so many Hollows were able to become Arrancar. Curious, Ben asked if Aizen planned on turning all the Hollows. Harribel managed to go on without answering Ben's question.

But at that moment something else caught her attention.

"Come out of hiding, Szayel," she ordered.

Stepping out of the shadows was none other than Szayel Aporro Granz himself. He had that irritating superior smile on his face.

"I should have known I'd never be able to sneak past you, Harribel. Nothing less from the third Espada."

"Why are you here, Szayel?" Harribel asked without looking at him.

Szayel's smile turned mischievous. "Isn't it obvious, Harribel?" he asked. "I came here to see Ben against your Fraccion. Though I am a little sad. I was hoping that Ben would use a new form, but he's only using forms that he used before. Pity."

"It does not matter what you have," Harribel told him. "It's how you use it."

"I know that old human speech, thank you," Szayel said with a roll of his eyes. "But think of it. A boy with the power to take the form of monsters that are not even Hollows. He's like a scientist's dream."

Harribel's eyes narrowed. "Ben is now part of my Fraccion, Szayel. I will not allow you to lay a finger on him."

"Well, well," said another voice. "Having a party, are we?'

This Harribel did turn around as she and Szayel both looked at the one talking. It was none other than Nnoitra, with his big scythe in his hand and a sneer on his face.

"Nnoitra," Harribel said in her bass tone. "What are you doing here?"

Nnoitra laughed. "Come on; don't play stupid with me, Harribel. Little Ben down there has made himself quite the talk of Las Noches. Able to hold his own against three Privaron Espada, two Fraccion, and Yammy. Not to mention the fact that he stood up to Baraggan."

"If you are here to challenge Ben, Nnoitra," Harribel said. "I suggest you consider your options."

"Ooh, scary," Nnoitra laughed. "Gonna fight me, Harribel? Or are you just putting up a show?"

Harribel merely ignored him and turned around to watch her Fraccion.

* * *

Ben on the other hand, was too busy sparring with his new teammates. Wanting to experience Ben's skills first hand, the three requested a three on one battle. Ben had complained against it, but when Apache tried to call him out, Ben was more than ready to fight. Then they each took turns battling him by themselves. Currently Apache was fighting Rath.

"Come on, Ben," Apache called as she threw her chakrams at Rath. "I know you can do better than this!"

Rath ducked out of the way before the chakrams nicked him.

"Let me tell you something, Apache!" he yelled. "Nobody talks down Rath and gets away with it!"

Mila-Rose laughed as she watched the fight. After plenty of three on one battles, Apache felt in the mood to take Ben on by herself. It was nice to see Apache smart mouth somebody else besides her.

Not that the training was bad. The girls found that they actually enjoyed sparring with Ben. He was a lot better to hang out with than any of the other guys. In return for battling Ben's forms, they decided to give Ben some info about their powers. They had made sure to tell Ben about the many abilities of Arrancar.

First, they had to teach him about spirit energy. It confused Ben at first, but Harribel was patient with Ben and walked him through it. Apache had been annoyed though that Ben wasn't able to figure it out on his own. Afterwards, they told him about Bala, which was the name for the energy attack that Yammy hit him with. They also told him about Cero, a spirit energy blast attack that was stronger but slower than Bala. Ben was already familiar with Sonido. Something the girls made sure to pound in Ben's head during their sparring matches. They also told Ben about Pesquisa, a unique ability that allowed Arrancar to sense people. And Hierro, a technique that allowed an Arrancar to strengthen their bodies with their spiritual pressure.

The last thing they told Ben about was Resurreccion, the ability of an Arrancar to use their Hollow powers. In order for them to use their Hollow powers, Arrancar needed their swords (or Zanpakuto) as Harribel called them. That was what the Privaron Espada and Avirama Redder had used against Ben. They had used their Resurreccion against him.

"Come on, Ben," Apache said. "That better not be all you got!"

Deep down, Ben kind of liked it too. For a while, Ben merely relied on the power of his forms alone. Training would help him think of new ways to use his powers. As his claw missed Apache by an inch, he remembered what Tosen told him about Soul Society. He could understand them wanting to go to war and all, but it still didn't feel right to him. There had to be a way to settle things without so much violence.

Rath leaped into the air to try and body-slam Apache. But Apache moved out of the way, causing Rath to hit face first in the ground.

"Hey, hold still!" Rath yelled after spitting sand out of his mouth.

"Like I'd just stand there and let you hit me!" Apache yelled back.

Rath activated the Ultimatrix to turn into a different form.

"Cannonbolt!" he yelled.

* * *

Back with the three Espada, Szayel smiled.

"Now this is more like it." He said gleefully.

* * *

Apache laughed. "What in the world is that form supposed to do?"

Cannonbolt grinned at her. "You'll see." He said. He curled into a ball and shot at Apache before she could realize what was going on. Cannonbolt slammed her into the ground, then he uncurled himself to look at her.

"You okay?" he asked.

Apache snarled. "Do I look okay?" she yelled. "That was cheap shot, Ben."

She threw her chakrams, only for Cannonbolt to curl into a ball and shot at her again. This time Apache was ready and she dodged out of the way. She thought she had gotten the better of Cannonbolt, only to see him bounce into the air like an actually ball. Apache managed to dodge Cannonbolt landing on her, but the small shockwave he made after crashing sent her landing in the sand.

"My, my," Szayel said. "This new form Cannonbolt certainly is something. A bit tricky to use from the looks of it, but Ben handles it like a master. I'm so jealous of you, Harribel."

Nnoitra snorted. Cannonbolt didn't catch his interest.

Apache growled as she picked herself up from the sand. Her temper was already flaring due to the fact that Mila-Rose was laughing at her.

"Good one, Ben," she laughed. "You have no idea how many times **I** wanted to do that."

"Oh shut up, Mila-Rose," Apache snarled. "Like you could do any better."

"A lot better than you," Mila-Rose replied smugly.

"Or maybe Ben is just too much for you to handle," Sun-Sun said.

"Stop complimenting him, Sun-Sun!" Apache yelled at her. "We don't need Ben getting an ego!"

"I thought we were training on how to work together," Cannonbolt wondered, scratching his head.

"We are," Sun-Sun told Cannonbolt. "Harribel wanted us to be familiar with your forms and powers, so that way we would be able to work alongside you better."

"We might as well take a short rest," Mila-Rose said as she sat down cross legged on the sand. "Then we can start on Ben's training with Bala and Cero."

Apache glared, but couldn't deny that they had a point. Ben had been putting up a good fight and she was tired. But she was too stubborn to admit that Ben was good. Besides, they hadn't even used their Resurreccion forms against him yet.

"Fine," she said stubbornly. "We'll rest."

Ben let out a sigh of relief as he transformed back to normal. His legs gave out and he collapsed on his butt.

"You're a pretty good fighter, Ben Tennyson," Mila-Rose complimented. "And not just because you can shape-shift."

"She's right," Sun-Sun agreed. "Many of the Arrancar here are overconfident and think they're invincible because of their powers."

Apache laughed. "Yeah, and Ben trampled five of them like nothing."

Ben looked around and noticed Harribel talking with Nnoitra and Szayel up on the balcony. He looked at his teammates.

"What's the deal with those two anyway?" he asked, indicated with his head over to where the three Espada were.

The girls looked. "Szayel is a scientist," Apache said. "He sees everyone as experiments. You had the pleasure of finding that out for yourself."

Ben shivered as he remembered the way Szayel would look at him whenever he transformed. And the way Szayel had been hoping to have Ben join his Fraccion.

"Nnoitra on the other hand is a combat junkie," Mila-Rose said. "He's always looking for fights and thinks that he's the strongest. He also believes men are superior and that women need to be in their "proper" place."

Ben frowned as he looked at Nnoitra again. He could already tell that this guy was a jerk, but he had no idea the guy was that big of a jerk.

"He's always bothering Harribel-sama and us," Sun-Sun told him. "Seeing us as inferior and always trying to find a way to provoke Harribel-sama into fighting him."

"Has he ever tried to hurt her?" Ben asked.

Now Apache and Mila-Rose threw back their heads with laughter while Sun-Sun looked like she was fighting back a giggle behind her long sleeve.

"As if anyone could lay a hand on Harribel-sama," Apache laughed so hard that she was holding her sides.

"Especially scum like Nnoitra," Mila-Rose agreed. Sun-Sun merely nodded.

Ben thought that they sounded a little overconfident themselves, but he was sure that Harribel didn't get her position because of her looks. He knew that she was no doubt good at fighting.

"But it is rather nice of you to care for Harribel-sama," Sun-Sun smiled at him. "You are a good man, Ben Tennyson."

"Alright," Apache got up and brushed herself off. "Break time's over."

Ben gaped at her. "Already? It's barely been five minutes!"

"That's life," Apache snapped at him. "You think the enemy would give you five minutes?"

Ben thought back to everyone he had ever faced. Apache was right. But that didn't mean he had to like it.

"Come on, Apache," Mila-Rose said. "Ben has been working his butt off ever since he first came here. He deserves a break."

"Just a short one," Ben told her. "I'll be fine after that."

"See?" Apache said, slapping Ben on the back and making him topple over. "He can handle it."

"Not if you keep knocking him over like that," Mila-Rose replied as an embarrassed Ben sat up straight. They all decided to rest there for a few minutes in complete silence.

"Alright, Ben," Apache said. "I think you've rested enough. Come on, we're gonna do Cero right now since you haven't seen that one yet."

Ben grinned at her. "And I know just the form to use."

He activated the Ultimatrix, switched to his chosen alien form and slammed the dial down. In a blinding flash of light, Ben transformed into a small brownish creature that had some resemblance to a woodchuck.

"Upchuck!" this new form yelled.

* * *

Up above, Nnoitra let out a laugh. "What is that? A toy? I think Ben's gotten a little cocky."

"Size does not matter," Harribel stated. "Echo Echo was proof of that."

* * *

Down below, Apache had a big ticked off mark on her forehead. "Ben, what is that? Are you making fun of me?"

"Ben chose this form for a reason, Apache," Mila-Rose said. "Maybe you should lighten up."

Apache looked like she was about to retort at Mila-Rose but Upchuck intervened. "Can we begin now?" he asked.

This got Apache's attention. She grinned at Upchuck. "You got it."

With that, Apache lowered her head so that her horn was pointing straight at Upchuck. He could see the red energy building up in a ball at her horn tip. Putting his feet firmly, Upchuck waited for the blast.

"Alright, Ben!" Apache yelled. "Show me what you can do!"

The energy ball shot as an energy beam, entirely different from the Bala technique that Yammy used. But Upchuck had battled energy blast foes before and wasn't bothered. As the Cero came closer, Upchuck opened his mouth. Much to the shock of everyone watching him, Upchuck managed to absorb the Cero into his mouth. Apache was left speechless. Then her eyes widened when Upchuck fired the Cero right back at her! She dodged it with Sonido, but what had taken place still surprised her.

"I had no idea you could do that," she muttered.

* * *

Back at the balcony, Szayel smiled as he watched what had taken place. "So this form has the ability to eat energy and shoot it back. Now doesn't that sound familiar eh, Nnoitra?"

Harribel looked at Nnoitra. For once, he had no emotion on his face. No sneer or arrogant attitude. He was merely looking at Upchuck as he and the girls talked with each other.

"It does," was all he replied.

* * *

After doing a few more rounds, Apache yelled that they were done.

"When you were put in charge, Apache?" Mila-Rose said annoyed. "I don't take orders from you."

Ben sighed. "Come on, no fighting. You're teammates. You're supposed to work together."

Both girls turned their heads to yell, but realized that it was Ben who had spoken to them. Usually this was the time when Sun-Sun would interrupt and insult both of them. And then it would be Harribel who stopped their fighting.

"Ignore them, Ben," Sun-Sun said. "They're hopeless so you shouldn't waste your time trying to help them."

"Shut up, Sun-Sun!" Apache and Mila-Rose yelled. "Nobody asked for your opinion!"

Ben rolled his eyes. The girls were all cool to hang out with, but the never ending fighting could drive a guy nuts. With a grimace, he realized that their fighting was worse than Bellicus and Serena when he had turned into Alien X.

"Well, Ben," Szayel's voice said behind him. "Looks like you're doing marvelous as usual."

Ben and the girls turned around to see Harribel, Szayel, and Nnoitra standing behind them. When did they get there?

"Those was quite an unusual form you just used, Ben," Szayel said with that sickening look in his eyes. "Would you mind telling me about them?"

"The first one is called Cannonbolt," Mila-Rose said. "Ben says he uses it as a demolition form."

"The second is called Upchuck," Apache said while glaring at Szayel. "Ben told us he could eat anything and turn it into energy blasts."

"And from what I saw," Szayel continued. "He can even eat someone else's energy attack and shoot it back at them. I never thought I'd see someone else with that ability."

Ben looked at him in confusion. "Huh?"

"Oh don't mind me, Ben," Szayel said with a chuckle. "Just thinking about the old days. However, if you're in the mood to show some more forms, I wouldn't mind at all."

Ben frowned. This guy was never going to leave him alone was he?

Harribel turned to look at Szayel. "I believe I made myself clear that Ben is part of my Fraccion, Szayel. He is off limits."

Nnoitra sneered at her. "You're very protective of him, Harribel. Was the loneliness too much for you? Did Ben keep you warm last night?"

Ben's face turned bright red while Apache, Mila-Rose, and Sun-Sun all glared at Nnoitra. Harribel merely looked at Nnoitra with no emotion.

"All of my Fraccion are important to me," she said to him. "I will allow no harm to come to any of them."

Nnoitra's sneer was now replaced with an annoyed frown on his face. Ben wasn't in the mood for fighting at the moment, so he decided to change topics.

"You said you met someone else with powers similar to Upchuck," he said to Szayel. "Who is he?"

Szayel put a hand on his glasses as he smiled. Ben also noticed Nnoitra make an expression as well. "That's not important right now," Szayel answered. "Instead, I was wondering if I could ask you some questions, Ben."

Ben frowned. If Szayel wanted to change the subject, why bother bringing it up in the first place?

"I always wanted to ask this," Szayel continued without waiting for Ben's answer. "But exactly how many forms can you turn into?"

Ben didn't know how to respond to that. He never liked Szayel merely because the guy creeped him out. But he did find himself trusting Harribel and her Fraccion. But he did know that if he told Szayel how many aliens he had, then Szayel would never leave him alone.

"Loads," Ben said coolly with a grin.

Szayel frowned; disappointed that Ben didn't tell him. But he did know one thing. If Ben wasn't going to tell him how many forms he had, that meant that he probably had a good amount. Oh why did Ben have to be such a tease?

* * *

Later that day, Ben got permission to take a stroll on the outside of Lash Noches. Aaroniero expressed concern for Ben, and spoke against it. But everyone knew that to him, Ben was an all you can eat buffet. But Apache, Mila-Rose, and Sun-Sun all said that Ben was more than capable of defending himself. And they acted rather hostile to Aaroniero, as they knew his true intentions.

But Aizen allowed Ben to go outside as he himself was certain that Ben was capable out there. Now Ben just needed to think of something to do. Las Noches was much too big for him to take a stroll without getting lost. Unless of course he used Jet Ray. But right now, Ben found himself in the mood for thinking. He remembered the look of Szayel and Nnoitra's faces when they talked about someone with a power similar to Upchuck. It made him feel uneasy, especially when Szayel had been so quick to change topic.

Deciding to think about it later, Ben activated the Ultimatrix and turned into Jet Ray. He soared into the sky until he reached the top of Las Noches. That way he could get a better view of Hueco Mundo. Sure enough, Jet Ray couldn't see anything for miles. He started to wonder if Las Noches was the only place in Hueco Mundo. If that was the case, how could he get home?

But then something caught Jet Ray's attention. Off in the far distance looked what appeared to be a giant dust cloud. Curiosity getting the better of him, Jet Ray flew off to see what the cause of it was. As he got closer to the cloud, Jet Ray flew more to the ground since the cloud prevented him from seeing whatever was causing it from the sky. Once he got lower however, his eyes went wide.

Running was what appeared to be a little bundle of greenish rags. But Jet Ray could see hands sticking out of the rags and could hear the cries of a little girl. She was being chased by three beings that weren't anything that Jet Ray had seen before. The first one was extremely skinny wearing purple clothes with white gloves and boots. His head was like that of an insect. The second one was big and roundish, wearing a yellowish outfit and had a head that looked like a Tikki mask. The third one looked like a gigantic purple worm with a human looking mouth. The three of them were making sinister laughs and bellows as they chased the poor girl.

"Looks like it's hero time!" Jet Ray yelled. He fired neuroshock beams out of his eyes, striking the ground between the three monsters and the little girl. The three chasers skidded to a halt and looked up to see what was shooting at them. Once they saw Jet Ray, they began freaking out. Jet Ray flew down so that he was right in front of them.

"Not so tough when you're up against someone who can fight back," he said to them, angry that three big guys would try and pick on a little girl. But before he could say anything, a little voice yelled from behind him.

"Stop it! Leave dem alone!"

Confused, Jet Ray turned around. The little girl had thrown back her hood so now Jet Ray could see her face. She had green hair like her rags and she had what looked like a cracked skull on her head. On her forehead, Jet Ray could see a scar. She also had a strange red line across the center of her face.

"Leave dem alone!" the little girl cried with a lisp. "What we ever do to you?"

"But," a very confused Jet Ray said. "Weren't they hurting you?"

Suddenly the insect headed one and the Tikki mask one both bowed down to Jet Ray.

"We're so sorry," the insect one said. "We didn't mean for our game of Eternal Tag to cause any trouble."

Jet Ray wasn't sure that he heard that right. "Eternal Tag?" he asked.

"Yeah," the little girl said. "Dit's lots of fun. You should twy it."

"Out here in the desert," the Tikki mask one said. "There's not much out here to do, don't cha know?"

Jet Ray thought about it. It did make sense.

"Wait a second," he said. He looked at the girl. "Then why were you crying?"

The little girl gave Ben a toothy grin. "Nel's a maso-kiss, so it's no fun if Nel doesn't cry a lil'"

Jet Ray's eyes widened and his jaw dropped. Did that little girl just say…? Angrily, Jet Ray flew over to the other two guys and glared at them.

"Why would you teach a little girl words like that?" he demanded, while the other two guys backed away nervously

"Hi by the way," The little girl said. "I'm Nel Tu and these are my bwothers."

"Brothers?" Jet Ray asked.

"That's right," the insect guy said. "I'm Nel's older brother Pesche."

"I'm the oldest brother Dondochakka, don't cha know?" the Tikki one said.

"And this is our pet Bawabawa," Nel said, pointing to the giant worm. It bellowed in what Jet Ray guessed was happiness.

"Some family," Jet Ray commented.

"What are you anyway?" Nel asked. "You don't look like any Hollow Nel's seen."

"That's because I'm not," Jet Ray said. He turned back to normal. "I'm a human."

"EHHH?" Nel, Pesche, and Dondochakka all screamed. "A human? He is….da bad guy!" They pointed at Ben as if accusing him.

"Huh? No I'm not." Ben said, waving his hands in front of them.

"He's gonna hurt us!" Pesche cried out, holding his head as it shook like crazy. Nel was balling her eyes out and Dondochakka began yelling like a lunatic. The gigantic Bawabawa began thrashing his body while making some kind of noise that Ben could only suspect was wailing.

"No, I'm not gonna hurt you." Ben said trying to calm the four down.

But at that moment, the ground shook violently.

"An earthquake?" Ben asked.

"We don't get earthquakes here, don't cha know?" Dondochakka said to him.

"You don't get earthquakes? Ben asked him. "Then what's…"

As if to answer Ben's unfinished question, a form began to rise out of the sand. At first Ben thought it was that sand guy he fought before, but what came out of the ground was a big hand with claws that looked more than able to cut through stone. The hand reached out and grabbed Nel.

"Nel!" Pesche and Dondochakka both screamed in horror. Bawabawa began bellowing for Nel. Before Ben could do anything, the body that the hand belonged to decided to come out of the ground. In Ben's eyes it looked like a giant mole with a grayish body and yellowish lines all over. Its face looked like a white mask with a sinister looking grin.

"Ah," the creature said in a voice that sounded like it had dirt in its mouth. "My first catch of the day. The little ones always make a good appetizer."

Poor Nel was screaming her little lungs out for her brothers.

"Put her down!" Pesche yelled at the mole creature.

The mole creature smiled at Pesche. "Now why would I let my meal go?" it asked.

"Cause if you don't," Ben said. "I'm gonna do this:" He activated the Ultimatrix. "It's hero time!"

Selecting his form, Ben slammed down the Ultimatrix. In the green flash of light, Ben had become what appeared to be a giant two legged armadillo in a metallic yellow armor. His arms were big and looked more than capable of packing a punch.

"Armodrillo!" the new form cried out.

"EHH?" Nel, Pesche, and Dondochakka all cried out when they saw Armodrillo.

"Wha…what are you?" the mole creature practically yelled.

"Just a guy that doesn't like jerks who pick on little girls," Armodrillo said. Raising one of his massive fists, Armodrillo smashed it right into the mole creature's face. The blow sent the creature reeling backwards as it howled in pain. It dropped Nel as it tried to tend to its injured face. Nel screamed as she started to fall, but found herself caught in Armodrillo's hands. Shaking like a leaf, Nel looked at Armodrillo. He looked big and scary to her, but she noticed something.

"You…saved Nel?" she asked him, unable to believe such a thing.

"Of course," Armodrillo said to her. "I'm not gonna let that guy hurt you."

Nel's eyes widened as she looked up at Armodrillo. But then, he put her down gently.

"Excuse me while I go take care of this guy," Armodrillo said to her. He raised his fists as the mole creature started to regain its balance.

"I don't know what kind of creature you are," the mole creature said. "But no one makes a fool out of me and gets away with it!"

"Then I guess I'm the first," Armodrillo said smugly.

"You think you're funny?" the mole creature asked. "Ground is my domain! Once underneath, no one can touch me." Then it let out a laugh that sounded like it was trying to gurgle down rocks. With that, the mole creature dug into the ground.

"Sorry to disappoint you," Armodrillo said. "But two can play that game." And then he suddenly vanished underground too.

Pesche, Dondochakka, and Bawabawa were just left speechless. They had seen the whole thing and still couldn't believe it happened. Instantly they ran over to Nel, who was staring at the ground where Armodrillo had stood.

"Nel!" Dondochakka cried. "Are you alright?"

"We were worried about you," Pesche told her. Then he noticed that she was just staring. "Uh, Nel? Are you okay?"

"He saved Nel," Nel said in a quiet voice. "Why would he save Nel?"

"I don't know," Pesche admitted. "I never thought…a human could care for our kind."

That's when the ground began to shake violently. Pesche, Dondochakka, and Nel all held onto each other for dear life. Even Bawabawa wrapped himself protectively around them. While Pesche and Dondochakka were wondering if they were going to be okay, Nel found herself worrying about the human. Before anyone could say anything, the giant mole hollow shot out of the ground. At first, Nel and her brothers thought that Ben had lost. But then they saw that the mole Hollow was soaring through the air as if it had been hit. Then Armodrillo shot out of the ground, one of his fists outward as if he had punched something. It was easy to see that Ben definitely had the mole Hollow on the ropes.

"How dare you?" the mole Hollow roared. "I'll crush you."

Armodrillo scratched his head in mock thinking. "Haven't I heard that somewhere before?" he jokingly asked.

Angry beyond belief, the mole Hollow lunged forward. Armodrillo pulled both his fists back and gave the mole Hollow a double whammy special. It groaned in pain.

"Spare me," it said weakly. "Spare me."

Armodrillo looked down at the Hollow. "Go." He said. "And don't let me catch you harming these guys ever again."

With its wounded body and wounded pride, the mole Hollow began to burrow underground.

"Stay above ground where I can see you." Armodrillo said, raising his fists. The Hollow immediately complied, knowing that even if it tried to go underground, Armodrillo would find him anyway. The mole hollow scampered away. Once Armodrillo was no longer able to see the mole Hollow, he turned back to normal.

"Well that takes care of him," he said. He turned back to Nel and the others. "Are you guys okay?"

"Uh-huh," Nel said dumbfounded.

"That was incredible!" Pesche shouted.

"I had no idea humans could do that, don't cha know?" Dondochakka told him.

Ben grinned.

"What is your name, anyway?" Pesche asked.

"Ben Tennyson," Ben replied, holding out his hand. "Nice to meet you."

Pesche and Dondochakka looked at Ben's hand, each other, and then Ben's hand again. Then, Pesche slowly reached his own hand and grasped Ben's. The two shook. Happily, Dondochakka took Ben's hand and shook it so much that Ben felt his entire body vibrate.

"So, Ben," Pesche said. "How did a human wind up in Hueco Mundo anyway?"

Ben grinned sheepishly. "I really don't know," he admitted. "I just woke up here. Aizen said that he was gonna help me get back."

"Aizen-sama?" the three cried. "He said that?"

"Uh, yeah," Ben answered, still not used to the three's overreacting.

"That means you live in Las Noches?" Nel asked in amazement.

"Until I get home," Ben told her. "Do you want to come with me to Las Noches? I'm sure Aizen wouldn't mind."

"Bad idea," Pesche suddenly said. "That place is no place for Nel."

Ben had to admit that Pesche was right. People like Yammy, Nnoitra, Grimmjow, Szayel, and Aaroniero were definitely not good people for a little girl to be around. Harribel and Starrk on the other hand could help watch over her. Well, more likely Harribel than Starrk.

"Are you sure?" he asked. "I've got some friends in there who'd be sure to help."

Both Pesche and Dondochakka shook their heads rapidly.

"We're sure," Dondochakka said. "It's best of us to stay out here. We can't afford to risk Nel's safety."

Nel was too busy looking at Ben to do anything.

Ben frowned as he looked around. Where in the world could they live out here? Las Noches may not be the friendliest place, but at least it was something. Then Ben remembered that he should be heading back to Las Noches by now.

"I've got to get going now," he said. "Take care." He started walking off when he felt something grab his pant leg from behind. Looking down, he noticed that Nel had a grip on him.

"Don't go," she said in a quiet voice that sounded like she was on the brink of tears. "Pwease don't go."

Seeing a little girl so sad was enough to break anyone's heart. And Ben was no exception. He knelt down to look at Nel better.

"Nel had fun with Ben," Nel said, looking at the ground and playing with her fingers. "Nel doesn't want Ben to weave."

Ben smiled at Nel and rubbed her head affectionately. Nel smiled and gave out a little giggle.

"If you want," Ben told her. "I'll come and play with you tomorrow."

Nel's face brightened up. "Thank you! Thank you! Thank you!" she leaped up and grabbed Ben in a big hug around his neck. Ben gasped for breath as Nel continued hugging him.

"Nel!" Dondochakka cried. "Ben's not able to breathe, don't cha know?"

"Nel!" Pesche shouted. "Ben is turning blue."

Nel stopped what she was doing to look at Ben. Sure enough, his face was turning blue due to Nel unintentionally cutting off his air supply. Nel stared at him for a moment, then she grabbed his neck again in fear.

"Ben!" she cried. "Don't die, Ben. Pwease don't die!"

It was rather hasty, but Pesche and Dondochakka finally managed to get Nel off Ben, who was taking in big gulps of air gratefully.

"Sowy," Nel said, looking at the ground sadly.

"It's okay, Nel," Ben said once he got enough air back in his system. "You didn't mean it."

Nel looked at him in surprise. "You're not mad at Nel?"

Ben patted her head, which made Nel giggle. "Of course not," he said gently. "But I gotta get going now. But I'll be back tomorrow."

"Pwomise?" Nel asked cutely, making a pouty face. Ben smiled as he hugged her.

"Promise," he said. Then he activated the Ultimatrix, turned into Jet Ray, and then flew off towards Las Noches. Although Jet Ray couldn't see it, Nel was still waving good-bye to him.

* * *

Soon, Ben found himself back at Las Noches. Using Big Chill to phase through the walls, Ben got back inside without smashing anything like he did when he first came here. Turning back to normal, Ben looked around the hallway. Sadly, Ben was not able to figure out all the directions of Las Noches in one day. He would just have to walk down the hallway and see where it got him. Hopefully not to any of the Espada that hated his guts.

But something got Ben's attention. It was someone shouting. "Let go of me, you jerk!" It was Apache's voice.

"I'll teach you _women_ to insult me." But the word used was not women.

Ben's blood boiled. That was Nnoitra's voice. Quickly, Ben ran off in the direction that the voices came from. Coming to a corner, Ben saw Nnoitra standing over Mila-Rose and Sun-Sun. He currently had his hand over Apache's throat. She was struggling to get out of his grip. Nnoitra's scythe was lying on the ground. Apparently Nnoitra thought he wouldn't need it against the three Fraccion.

"Harribel-sama will never let you get away with this!" Mila-Rose said, drawing her sword. She charged at Nnoitra, but he grabbed her with his other hand.

"You women just don't know your place," Nnoitra said with a snarl. "It was bad enough that the former third Espada was a woman. Then Harribel had to come along.

Sun-Sun tried to draw her own sword, but Nnoitra slammed a kick into her stomach. Sun-Sun skid across the floor. She quickly got up and moved to attack, but Nnoitra kicked her again.

"Harribel can do whatever she wants," Nnoitra sneered. "No one can harm this body."

"Want to bet on that?" Ben asked.

Nnoitra turned around just as Ben activated the Ultimatrix.

"Ben!" all the girls cried. Nnoitra grinned.

"So," he said. "Decided to rescue your little pets, have you Ben?"

"Ben, get Harribel-sama!" Sun-Sun said. "You're no match for him."

"Exactly," Nnoitra said. He threw Apache and Mila-Rose into Sun-Sun. "Don't worry, Ben. I won't kill them. But I need to teach these women to know their place."

Ben glared at Nnoitra. "I don't think so." He chose which form he wanted. "It's hero time!" he slammed the Ultimatrix dial down.

In a blinding flash of light, Ben had turned into one of the most unusual forms he ever had. This form was in a big and stout metal armor of some sort. Personally, it looked like an old fashioned stove with arms and legs.

"NRG!" the new form yelled. It took a fighting stance at Nnoitra.

Nnoitra's grin widened as he focused his full attention on Ben.

"So you want to fight me, Ben?" he asked. "Why not. Just because you can beat some Fraccion doesn't mean you're a match for me!"

He picked up his scythe and slashed downward. He expected to cut through NRG's armor, only for it to clang and halt once it collided with the armor. Nnoitra's eye widened in shock. How in the world could…

"My turn," NRG said. He drew his fist back and slammed it into Nnoitra's gut. But if NRG expected Nnoitra to go flying because of the blow, he was sadly disappointed. Nnoitra just stood there, though his body was bent over from NRG's blow to his gut.

"What are you made of?" NRG asked. shocked that a man so tall and skinny could withstand a blow like that

But Nnoitra was distracted at the moment. His eye widened when he realized that he had felt a brief moment of pain from the blow. Even though it wasn't significant, the fact that he felt any pain at all was enough to freak Nnoitra out. His Hierro was the strongest in history. He shouldn't be able to feel any pain at all. Not only that, but NRG's armor was able to withstand his weapon.

_What is that armor made of?_ Nnoitra thought_._

Apache, Mila-Rose, and Sun-Sun watched in amazement as Nnoitra and Ben's form NRG began trading blows. Nnoitra trying to slice through NRG's armor while NRG kept pounding his fists into Nnoitra. While the three girls had a feeling that Ben wouldn't be able to hurt Nnoitra, they were shocked that the fifth Espada was not able to land any significant damage on Ben either. How could any of Ben's forms be capable of going up against the higher up Espada? And what was that armor made of so that not even the fifth Espada could cut it?

But Nnoitra was getting furious. No way could anyone, especially a measly human, fight evenly with him. He was the strongest! He was the strongest!

He stuck out his tongue to form a Cero blast, but NRG took the initiative and grabbed Nnoitra in a bear hug.

"You think this hurts me?" Nnoitra taunted. "My Hierro is the strongest in Las Noches. You can't harm me!"

"Really?" NRG asked him. "Then I guess it's time I heated things up."

"Huh?" Nnoitra asked. Suddenly he felt his body starting to heat up. What in the… Then he realized something. The heat was continuing to rise. And it was coming from the arms wrapped around him. NRG was doing this! Nnoitra had to grit his teeth to prevent himself from yelling in pain. He could feel his back burning. No! No one was able to break his defense! No one!

Nnoitra began cursing at Ben. "Let me go!" he yelled. "You little…!" and then proceeded to swear at him again.

Apache, Mila-Rose, and Sun-Sun couldn't believe their eyes. Ben was...hurting one of the top Espada!

NRG looked at him. "I'm not the one who attacked three girls just because he can't handle the fact that a girl is better than him!"

Nnoitra was furious. "You little…" he stuck his tongue to create another Cero blast to shoot at NRG when…

"What is going on here?"

Apache, Mila-Rose, Sun-Sun, NRG, and Nnoitra all turned to see who it was. It was Harribel.

"What is going on here?" she asked. Her voice was still calm, but there was something in her voice that sent chills up the spines of everyone else.

"Harribel-sama!" Apache yelled. "That idiot Nnoitra attacked us!"

"Yeah, but Ben saved us. He turned into that form over there called NRG. Nnoitra could barely scratch him.

Sure enough, Harribel could see scratches and dents on NRG's armor, but nothing serious, which was truly something. What substance could be strong enough to withstand the sword of an Espada, let alone Nnoitra's?

"Ben," Harribel said to NRG. "You may let him go."

NRG obeyed instantly, dropping Nnoitra, who's back was now badly burned. Nnoitra was about to get up when Harribel slammed him into the wall. Nnoitra gave a small wince of pain as his burnt back came in contact with it. It was barely audible but Harribel could hear it. And it gave her satisfaction.

"I believe I said that I would not allow any harm to come to my Fraccion, Nnoitra," she said calmly to him. "You seemed to have forgotten that."

Nnoitra looked at Harribel with hate filled eyes. Harribel continued to show no emotion as she went on.

"You attacked my Fraccion regardless of the consequences," she said.

"You're just a stupid female," Nnoitra said to her. "You don't deserve a rank like the third Espada. You don't even deserve to be an Espada at all."

"You're just a sore loser and a jerk," Ben said as he turned back to normal.

Nnoitra snarled at Ben.

"This is between me and her, human. Stay out of the way."

"You were hurting those girls for no reason!" Ben yelled. "I'm not gonna let you…"

"That is enough, Ben."

Tosen appeared in front of everyone. Ben let out a sigh of relief.

"I have heard everything," Tosen said to them. "And rest assured, Aizen-sama will be told about this."

Nnoitra growled in anger. Why was everyone taking the females' side? Couldn't they see how weak and worthless they were?

"I will take Nnoitra to Aizen-sama," Tosen said. "You may tend to your Fraccion, Harribel."

Harribel nodded. "Thank you, Tosen." She released Nnoitra.

"Come, Nnoitra." Tosen said to him. "You will explain yourself before Aizen-sama."

Nnoitra followed, but not before sending a look of pure hatred at Harribel and her Fraccion. His eyes lingered on Ben who returned the glare without blinking at him. Nnoitra then picked up the pace to keep up with Tosen.

Once the two left, Harribel turned to look at her three female Fraccion. "Are you okay, girls?" she asked.

The three girls nodded. "Yes, Harribel-sama," Sun-Sun replied. "He had just started attacking us when Ben arrived."

Harribel nodded. "Go and get yourselves cleaned up girls."

The three girls nodded to Harribel and started to walked off. But not before each of them looked at Ben. There was respect, gratefulness, and possibly admiration in their eyes.

"Thanks, Ben," Apache muttered, looking at the ground

"We are in your debt," Mila-Rose said, her head held high and without shame.

"You have our gratitude." Sun-Sun said with a curt nod.

All three girls suddenly bowed their heads to Ben, then Harribel before walking off.

Harribel then turned to look at Ben.

"Ben Tennyson," she said. "I would like to thank you for protecting them. Did you do it because they were your teammates?"

Ben turned red. "I just did what anyone would've done." He said, having a moment of modesty.

Harribel looked at Ben. He was so willing to help anyone in need, no matter who they were. This was the second time Ben had stood up to an Espada to protect another person. _He is a good person._ She thought. _He does not belong here of all places._

"Ben Tennyson," she said. "I will be honest with you. Several people here would have simply let Nnoitra do whatever he wanted to them."

Ben's eyes widened in shock. "What?" he yelled outraged. "But surely Aizen wouldn't have..."

"Some of us here tend to forget the rules that Aizen-sama has made for us. Nnoitra is just one example."

Ben looked at the ground, angered that some people could be so cruel. Harribel noticed this.

"Which makes me grateful that it was you of all people who arrived at the right time. For defending Apache, Mila-Rose, and Sun-Sun, you have gained my trust in you. I am proud to have you as a member of my Fraccion."

Ben felt like he was being honored. He smiled. "Thank you, Harribel. Er, I mean Harribel-sama." He gave a bow of respect to her.

Harribel allowed herself a small smile behind her mask and jacket. It was nice to have someone like Ben here. Harribel had forgotten what it was like to be human. She could only remember her life as a Hollow. A Hollow eat Hollow world. Then Aizen came along and gave Hollows a purpose. But still, Harribel found no one besides her Fraccion who she could feel connected to. Then the human known as Ben Tennyson arrived.

Ben was powerful, resourceful. Yet he did not try to take power for himself. He was willing to put his life on the line for others. And it seemed no matter what, Ben would never allow himself to give up. Harribel could see why her girls admired him.

* * *

It was never quite revealed how, but news that Ben fought Nnoitra soon spread throughout Las Noches. Ben, however, suspected that Apache, Mila-Rose, and Sun-Sun had something to do with it. Especially since the rumors made sure to mention the fact that Nnoitra wasn't able to do much damage to Ben when he was NRG. And how Ben was able to hurt Nnoitra.

* * *

"This is becoming more and more wonderful," Szayel screamed with joy to his Fraccion. "If Ben keeps teasing me like this I won't be able to control myself. I just want to experiment on him until I can't do anything else. If only Aizen-sama would allow me to!"

* * *

"Is it true?" Lilynette yelled right in Starrk's ear, causing the Primera Espada to groan in pain. "Is it true that Ben fought with Nnoitra?"

"How should I know?" Starrk said groggily. "I wasn't there, so I don't know what happened."

Lilynette began stomping on Starrk's side in frustration despite his protests.

* * *

Baraggan was furious.

"That brat thinks he own the place," he fumed to his Espada. "Going around and trying to pick fights with the Espada of all people. Aizen needs to teach that boy his place."

While most of Baraggan's Fraccion immediately started agreeing with him, Charlotte kept his mouth shut. Baraggan was still mad at him and Avirama since they had technically lost to Ben. But Charlotte couldn't help but recall that Ben was protecting his Fraccion teammates from Nnoitra. He was just helping his friends. What was so wrong about that?

* * *

The rumors had mixed results with everyone in Las Noches. Some treated Ben with respect and a tiny bit of fear. Others saw Ben as someone who needed to be taken down. Aizen himself did not saying anything to Ben about it, but he hadn't done anything to end the rumors either. Whether or not he believed, Ben had no idea.

Speaking of Aizen; he, Gin, and Tosen were talking amongst each other in Aizen's throne room. Their topic of course was Ben.

"I haven't seen this much excitement since that Ryoka had burst into Soul Society," Gin said. "Imagine what would happen if those two were to meet each other."

"Benjamin is nothing like Ichigo Kurosaki," Tosen snapped at Gin. "Benjamin is truly one of justice."

Gin's smile showed his teeth. "Oh, looks like you've got yourself a new buddy, eh Tosen?"

"Pure beings like Benjamin and I must stay together," Tosen said to him.

"I am certain that no one can deny that they are impressed with Ben," Aizen said after being in lost in thought.

"Do you intend to pit Ben against Soul Society?" Gin asked pleasantly. "Is he your little trump card?"

Aizen just smiled at Gin. "Tell me, how do you think Ben is adjusting?"

"Benjamin has not complained," Tosen spoke. "He does want to go home, but he was angry when I told him about Soul Society."

"Aw," Gin said in a mock whine. "You told him your little story didn't you?"

"Soul Society wronged me," Tosen said. "Benjamin has the right to know about the evil he is up against should he fight them."

"Having Ben on our side is a good thing," Aizen agreed. "But he still needs more experience before he goes up against Soul Society. Also, I still need a few preparations to make before we put our plan into motion. Are Ulquiorra and Yammy ready to go?"

"Well Yammy's been complaining about how he's die of boredom until they go," Gin answered. "He's been itching for you to allow him to fight Ben again."

Aizen gave a light chuckle. "I expected as much," he said. "It won't be long now."

* * *

Meanwhile, Nnoitra was furious. He had been made a fool out of by a lonely human. Even weaklings like Grimmjow were mocking him for being wounded by Ben.

"Nnoitra-sama," Tesla, Nnoitra's only Fraccion said. "Why are you so…?"

"Just shut up, Tesla!" Nnoitra yelled at him. "Do you not understand? That human humiliated me! And he did something that no one should've been able to do!"

He turned around so that Tesla could see the nasty burn marks on his back, causing Tesla to wince.

"He hurt me!" Nnoitra roared. "That human was able to hurt me!"

Tesla could understand another reason for Nnoitra's anger. The fact that someone was able to Nnoitra brought back memories. Memories that Nnoitra hated more than anything. Memories about the one person who he could never defeat. _Her._

Nnoitra clutched his fists tightly as the hatred surged through his body.

"I will make you suffer for this, Ben Tennyson! I will make you suffer!"

* * *

Meanwhile, just outside of Las Noches, a lone figure appeared. He was man of uncertain age. Possibly in his twenties or thirties. One look at him and anyone could tell that he was a scientist. Namely due to the lab coat he wore over his suit. As if appearing in a vast desert was an everyday thing for him, the man pulled out a golden pocket watch and checked the time. He smiled.

"Ah," he said. "It looks like I arrived just in time. I wonder how Ben's been doing since he got here."

This man had forgotten his name a long time ago. Instead he went by the name that best suited him:

Professor Paradox.

**End of Chapter**


	5. Top Dog in Hueco Mundo

Disclaimer: None of the Ben 10 or Bleach characters belong to me.

So far, I have about seven or eight votes for BenxNel and I only got four or five votes for BenxSun-Sun. So it looks like a landslide victory for Adult Nel!

Now I just need to think of a way for Nel to turn back to normal.

Chapter Five: Top Dog in Hueco Mundo

"Good morning," Aizen said. "My dear Espada."

Once again, all the Espada were gathered around at the table in Aizen's meeting room. Nnoitra was in a foul mood as he wasn't able to sit all the way back in his chair. His back was still badly burned, despite the healer Arrancar's best efforts. Each time something came in contact with his back, he would feel a tinge of pain and give a small hiss. And each time he felt pain, he would hate Ben Tennyson a little more each time.

"It seems that I must set some rules regarding our young guest, Ben Tennyson." Aizen said.

Everyone listened intently. Harribel noticed Baraggan, Nnoitra, Szayel, Aaroniero, and Yammy paying close attention to Aizen. Harribel once again felt satisfaction at the hatred that Nnoitra was obviously showing.

"Ben Tennyson has proven to be full of surprises," Aizen continued. "His powers are unlike anything I have ever seen. I believe he holds a great secret."

"Aizen-sama," Szayel spoke now. "If you would just allow me to experiment on him…"

"Doing so has the possibility of tampering with Ben's powers and also damaging Ben beyond repair. I am fairly certain that we have not yet seen the full extent of his powers."

"I understand, Aizen-sama," Szayel agreed. "The mere thought of all Ben's powers send shivers down my spine."

Nnoitra snarled. Grimmjow noticed this and grinned.

"What's the matter, Nnoitra? Angry that Ben was able to wipe the floor with you?"

"That little brat did not…"

"You are the one with burns all over your back," Harribel said suddenly. "While Ben walked away without a single wound on him."

Nnoitra growled at her. But at that moment, Aizen spoke.

"You attacked his teammates, Nnoitra," he said. "It is only natural for Ben to defend them. You should have considered the possibility of that."

"**Hold on**," Aaroniero said. **"Do you mean**….Ben defeated Nnoitra?"

"The fight was interrupted by Harribel before a victor could be decided," Aizen explained. "But Nnoitra was the only one who received any wounds from his little _disagreement _with Ben."

Grimmjow laughed at Nnoitra. "If you can let a squirt like Ben beat you, what are you doing being the fifth Espada?"

Nnoitra shot his glare at Grimmjow now he was about to say something to him but Baraggan spoke now.

"Do you mean to tell me that your little pet has the potential of being as strong as us?" he asked, looking like he was struggling not to shout. Aizen turned his smile at Baraggan.

"Ben has proven capable of holding his own against three Privaron Espada and has actually been able to inflict harm on two of my Espada."

"Aizen-sama!" Yammy yelled. "Just because he got some good blows in…"

"Yammy," Ulquiorra interrupted. "It is possible that we have not seen the full capability of Benjamin's powers. There is a high chance that he was holding back."

That above all things ticked Yammy off. To hear that his opponent was holding back while hurting him made him want to just smash the table to pieces.

"And the fact that Ben had a form capable of doing damage to one of the top Espada is nothing short of impressive for an ordinary human," Gin said with a cock of his head.

Szayel laughed. "I think it's very obvious that Ben is far from a mere human," he said. "But there is one thing I don't understand."

"What would **that be?**" Aaroniero asked.

"Ben's powers are sure to get him noticed," Szayel answered. "How is it that Soul Society was not aware of a boy with such powers? You would think that they would try to recruit him in a heartbeat."

For once, that was something that all the Espada agreed on. Ben's powers would make him a definite prize for anyone

"I have given the matter some thought," Aizen told him. "And I too find it interesting that one such as Ben has managed to escape the notice of Soul Society. However, that is a matter than can wait. I have a far more important one at the moment."

At once, all the Espada began listening more intently.

"Today," Aizen continued. "I would like for Ulquiorra and Yammy to go to Karakura Town. There's someone I want them to examine."

This caught everyone's attention.

"The one known as Ichigo Kurosaki," Aizen said.

"I understand, Aizen-sama," Ulquiorra said. Yammy merely nodded in boredom.

"Also," Aizen said. "I want everyone to make sure that Ben does not find out about this under any circumstance."

"That's rather a shame," Szayel said with a shake of his head. "If Ben only knew, he'd be less willing to cooperate."

"It is merely because Ben has not seen the cruelty of the Shinigami," Zommari said solemnly.

"You're one to talk, Zommari," Grimmjow said. "If he wasn't useful to Aizen-sama, you would've killed him without mercy."

"That is enough," Tosen said to them both. "Benjamin does not seem to be on Soul Society's side. Of which I am grateful for."

"You and him are best buddies aren't you, Tosen?" Gin asked gleefully.

"Ben is a good person and his heart is for justice," Tosen said to Gin. "I am honored to have met someone like him."

"Tch," Nnoitra said. "As soon as the brat finds out what we're really after…"

"What we're really after," Aizen said. "Is to create an ideal world. A perfect world that I only am capable of creating. Ben will come to see that, I am certain."

Ulquiorra spoke now. "His actions to protect his fellow Fraccion show that he is slowly coming to our side. In time, he will fully become one of us."

"I think we should just kill the brat and be done with it," Baraggan said gruffly. "We were doing fine without him and we don't need him now."

"Ben is a valuable asset to us," Harribel said, frowning at Baraggan from behind her jacket and mask. "And he is a member of my Fraccion. I will allow no harm to come to him."

For once, Nnoitra's sneer came back on to his face. "If I didn't know better," he said mockingly to her. "I'd say you had _feelings _for Ben."

Harribel simply ignored him.

"Ben's powers can make Soul Society so much easier to take down," Szayel spoke. "In fact, I have an experiment in mind that I wish to go over with Aizen-sama at the earliest convenience."

Aizen smiled more. "I will listen, Szayel, to your plan. But first, there are many matters that we are going to discuss today. First, I want it perfectly clear that Ben is off limits and I will make sure that anyone who lays a finger on him will be justly punished. Is that understood?"

All of the Espada nodded. It wasn't lost on any of them that Yammy, Nnoitra, and Baraggan were the ones who had reluctantly nodded. Now none of them could have their revenge on Ben for being made fools. Harribel on the other hand felt relieved that Aizen was doing something to help Ben during his time in Las Noches.

"However," Aizen went on. "You are allowed, with my permission, to spar with Ben whenever you desire. But you are forbidden to kill him."

While Yammy, Nnoitra, and Baraggan were upset that they still lost their chance to kill Ben, the thought of pounding him into the ground gave them enough pleasure. Harribel narrowed her eyes at the three of them.

_I won't let them harm you, Ben. _She thought sternly.

Aizen smiled. "Good. Now, on to the other matters that we need to discuss."

* * *

**After the meeting:**

It took a good while, but the meeting was finally over. Much had been discussed, and it all dealt with preparations for the upcoming war with Soul Society. After the meeting, Harribel went back to her chambers and saw Apache, Mila-Rose, and Sun-Sun were there waiting for her. However, she could easily see that someone was missing from their group.

"Where is Ben?" she asked her Fraccion.

"Ben said he was going outside of Las Noches, Harribel-sama," Apache replied.

Harribel raised an eyebrow. "Did he saw where or why?"

At once, all three girls looked at the ground in embarrassment.

"We didn't ask him, Harribel-sama," Mila-Rose answered.

Harribel had instantly noticed that her three Fraccion had become closer to Ben ever since the incident with Nnoitra. They were more respectful of his abilities, complimented him more, and anyone could see the small redness that would occasionally appear on their cheeks whenever they were near him. As impossible as it sounded, there could only be one explanation.

Her Fraccion had developed feelings for Ben Tennyson.

And Harribel herself was surprised when she found herself worrying about Ben and activating her Pesquisa to locate him. She sensed him leaving Las Noches. Was Ben trying to run away? No, Harribel sensed others in the direction that Ben was heading. They weren't humans or Shinigami, which meant Ben wasn't betraying them to Soul Society. Harribel found herself feeling relieved that Ben was still on their side. But then, who was it he was going to meet?

* * *

In no time at all, the man who called himself Professor Paradox strolled around the outside of Las Noches, looking for the entrance. Not that he was worried about being detected. He had made sure to prevent himself from being detected being even the great and powerful Aizen himself. And when you're about 100,000 years old like Paradox was, it wasn't difficult. Not that Paradox was worried. When you've been to the evil lair of one dastardly villain, you've been to them all.

But Paradox did know that the people lurking in here of all places were not to be taken lightly. They fit in the top category of Paradox's top foes.

But all that would be explained once Paradox found Ben. Which was of the upmost importance. But that would take a while due to the fact that Las Noches was made like a maze.

"Isn't that just like Aizen," he said to himself. "Enjoys leaving everyone else lost and confused while playing right into his hands. Fortunately Ben and I are two elements that even one with an intellect like Aizen's could never have predicted. Now I just need to locate Ben. Where would he be right about now?"

* * *

**During the Espada's meeting:**

Outside in the desert of Hueco Mundo, little Nel was sitting on the ground, staring at Las Noches. Pesche, Dondochakka, and Bawabawa watched her.

"Come on, Nel," Pesche said. "He's probably not coming."

"But he said he would," Nel said stubbornly. "He pwomised he would pway with me."

"Nel," Dondochakka gently said. "He probably won't come. He…"

"He's here!" Nel suddenly shouted. "He's here!" she began jumping up and down while pointing towards Las Noches.

Pesche and Dondochakka looked where Nel was pointing. They could make out a red blur that was flying towards them. As the blur got closer, the trio could see that it was the red stingray form that Ben had used when he first met them.

"Ben!" Nel squealed happily. "Ben!"

Once he was close to them, Jet Ray turned back to normal and walked up to them.

"Hey guys," he managed to get out before Nel tackled him.

"Ben!" she cried, hugging his neck tightly. "Nel knew you would come back. Nel knew you would."

"Nel," Ben wheezed. "Can't….breathe."

"Oopsie," Nel said when she realized that she had been unintentionally choking Ben again. "Sowy, Ben." She let go of him, causing Ben to take deep breaths.

"It's okay," he said, rubbing his neck. "I promised that I would come back, didn't I?"

Nel nodded happily. "Now Nel and Ben can pway togewer."

"That's right, Nel," he said with a grin. "We can play together."

"You want to play Eternal Tag with us?" Pesche asked.

Ben grinned. "How about Eternal Tag with a twist?"

Nel's eyes lit up. "Twist?" she asked excitedly.

Ben grinned. "I'll use my forms to make the game more interesting."

Nel smiled happily. "Really?"

"Really," Ben said. "First, we're gonna play Aerial Tag."

He activated the Ultimatrix and transformed into Jet Ray. "Now here's the rules." He said to them. "You guys run and I'm gonna try and catch you from the sky."

"Hey," Pesche commented. "That actually does add a good twist to our game of Eternal Tag. Why didn't we think of that before?"

"Silly, Pesche," Nel chirped. "We can't fly."

Pesche slapped his head. "Of course!"

Jet Ray sighed. He worried about Pesche and Dondochakka sometimes. He wasn't worried about Nel since she was just a little kid. She was allowed to have a big imagination.

"Alright, everyone," he said. "Ready?"

"Ready!" all three yelled.

"Then let's get started!" Jet Ray took off into the sky. No sooner had he left the ground did Nel, her brothers, and Bawabawa start running. Instead of crying, Nel found herself giggling as she saw Jet Ray hover above them, making airplane noises for effect. Jet Ray then nosedived downward. Nel, Pesche, and Dondochakka all ducked. While Jet Ray could easily tag them, he figured that Nel wanted something new to happen instead of regular Tag. So instead he flew over them, but turned around to let them know he was coming back.

"Look out!" Dondochakka cried. "He's coming back, don't cha know?"

"Run away!" Nel cried happily. "Run away."

They started running again, with Jet Ray in hot pursuit. He once again shot downward, but Nel and her brothers dove into the sand again. Once Jet Ray passed overhead again, the others picked themselves up and starting running in another direction.

"This is fun!" Nel cried happily.

With that, the new game of Aerial Tag continued. Although there were plenty of chances for Jet Ray to tag Nel and her family, he saw how much fun they were having and decided to just keep playing along. But over time, Jet Ray found himself getting tired and wishing to take a break. Unfortunately, Nel and her brothers looked like they were having too much fun.

"How in the world can they keep doing this? I'm starting to see why they call it Eternal Tag."

Ben lowered to the ground and turned back to normal to catch his breath.

"Aw," Nel whined. "Why'd you stop?"

"Just taking a quick breather is all," Ben told her as he panted.

"Aw, come on, Ben," Nel said. "Nel is having so much fun!"

"That's true," Pesche agreed. "Aerial Tag is a lot more fun than our boring Eternal Tag."

"Yeah," Ben said as he regained his breath. "But now it's your turn to try and catch me."

Nel groaned. "No fair!" she said. "We won't catch you! We can't fly."

Ben smiled as he patted the skull on Nel's head. "Don't worry. I won't use Jet Ray. I'll something that you can catch. But I won't make it easy." He added with a grin.

Nel smiled and clapped happily. "Yay!" she squealed in delight.

Ben smiled as he continued to rub her head, despite the skull getting in the way. This, he figured, must be what it feels like to have a little sister. It felt pretty nice. If he found a way to get home, he'd see if Nel and the others would come with him.

"Okay now," Ben said. "Here's a new game of tag we can play."

He activated the Ultimatrix and turned into Echo Echo, shouting his name out as he did.

"Wow," Nel said as he looked at Echo Echo. "Ben got tiny."

Echo Echo grinned. "The rule of this game is to…catch all of me!"

Suddenly Echo Echo created copies of himself and all of them dashed in different directions.

"Whoever gets the most is the winner!" the main Echo Echo yelled as he and his copies ran off.

Nel's face lit up as if she had just been given a load of presents. No sooner had Echo Echo yelled out the rules of the game; she took off after the closest one. And of course, Pesche, Dondochakka, and Bawabawa followed her example and began to chase after all the Echo Echos.

If there was one thing about Ben, he certainly knew how to get rid of boredom. Just when it seemed that there was going to be a winner in this new game of Tag, Echo Echo would make more copies of himself, causing the other players to chase after them all once again. Nel loved every moment of it. Ben had made Eternal Tag fun again!

Once they done, Ben used his forms to entertain Nel. He dazzled Nel with a fire show using Swampfire. Then he used Water Hazard to create water sprinklers for Nel to play in. Afterwards, he let Nel ride on top of him when he turned into Terraspin. Then he turned into Humungousaur and used his body as a giant slide for Nel, Pesche, and Dondochakka. But Humungousaur was firm when Bawabawa had attempted to slide down him.

After a few more rounds, everyone finally got tired and stopped to rest.

"Wow, Ben," Dondochakka said. "You come up with great games, don't cha know?" he asked.

"Yeah," Pesche nodded. "Thanks to you, we've got even more games to play."

Nel on the other hand had set herself comfortably on Ben's lap, nuzzling against his chest. "Nel's happy to have met Ben."

Ben smiled down at Nel and hugged her close to him. As Ben looked at the skull on Nel's head, curiosity filled him as he looked at the crack running down it.

"Hey, Nel?" Ben asked.

"Hmm?" Nel asked, looking at Ben.

"Why is that, er, skull thing on your head cracked?"

According to Harribel, when a Hollow became an Arrancar, fragments of their mask would remain on them, which would explain things like the jawbone on Yammy or the teeth on Grimmjow. But Ben had never seen a mask fragment that had been damaged before. He wondered what could've happened to Nel to make it like that.

Instantly Pesche and Dondochakka both froze as Nel pouted her lips and went into thought.

"Wasn't it always like this?" she asked, more to herself than Ben.

"You don't know?" Ben asked, amazed. He certainly would've remembered if something like that had happened to him.

Nel frowned as she thought about it. "No," she replied. She looked at the ground. "Sowy, Ben."

"No problem," Ben reassured her, not wanting to make Nel feel bad for something that wasn't even her fault.

But Ben noticed that Pesche and Dondochakka were looking rather nervous all of a sudden. Ben raised an eyebrow at them as he continued to stroke Nel's hair in a brotherly manner. Nel gave a murmur of content as she slowly started to feel drowsy. Soon, she drifted off to blissful slumber.

Smiling some more, Ben slowly got to his feet while gently lifting Nel as he did. He walked slowly over to Pesche and Dondochakka, making sure not to move too fast or he would wake her up. Pesche immediately held out his hands for Ben to place Nel. Ben looked at Nel one more time before handing her over to Pesche.

"Well," Ben said. "Guess I'd better get going. Later guys." He started to head back to Las Noches

"Ben," Pesche said. "Wait."

Ben stopped and turned to look at Pesche.

"What's up?" he asked.

Pesche seemed nervous or reluctant to do something. He looked at Dondochakka, who nodded. taking a deep breath, Pesche handed Nel to him and walked over to Ben.

"Ben, look," Pesche said. "Nel is happy with you. If something were to happen to you, she would be devastated."

Ben's face softened as he looked over at the sleeping Nel. His heart softened as he looked at her peaceful form.

"Truth is, Ben," Pesche said. "We used to live in Las Noches too."

Ben's eyes widened.

"But one day, a fellow Arrancar attacked Nel and badly wounded her. You asked what that crack on her skull came from? It came from _his _attack."

Ben's eyes narrowed. "Who?" he asked coldly.

"It doesn't matter now," Pesche said sadly. "All I'm saying is for you to be careful in there and watch your back."

"No need to tell me," Ben said, remembering Yammy, Nnoitra, and Baraggan. The top three people in Las Noches that he was very certain wanted to kill him.

"Just," Dondochakka said. "Don't go and get yourself killed, don't cha know?"

Ben smiled softly. "I won't," he said. He activated the Ultimatrix and turned into Jet Ray. He soared into the sky. Looking down, he saw Pesche and Dondochakka waving at him. He waved back at them, then smiled when he looked once again at the sleeping Nel. Then he took off back to Las Noches.

* * *

As Ben neared Las Noches, his eyes were wide when he saw who was standing near it. It was Harribel.

Knowing that she had no doubt seen him by now, Ben had no choice but to fly over to her and changed back to normal.

"Uh," Ben chuckled nervously. "Hi."

Harribel looked at Ben. "Who were they, Ben?"

"Huh?" Ben asked in confusion. He had expected Harribel to yell or lecture him.

"I had seen you playing over there with four other people. Three of them are Arrancar while the fourth is a Hollow. Your ability to make allies from the most unlikely of people never ceases to amaze me, Ben. So, who are they?"

Ben gulped. He felt like he was betraying Nel's trust, but he did know that he could trust Harribel.

"They said their names are Nel, Pesche, Dondochakka, and Bawabawa. I kinda saw them playing a game of Eternal Tag and thought that they were hurting Nel."

Harribel raised an eyebrow. Nel? Why did that name sound familiar.

"It seems you are getting along with them quite nicely," she stated.

Ben grinned sheepishly as he scratched the back of his head.

"If you would like for them to come and stay with you in Las Noches, Ben," Harribel continued. "You may."

Ben looked up and smiled at Harribel. "Seriously?" he asked happily.

Harribel nodded.

"Is it alright if I ask them tomorrow?" Ben asked.

"Of course, Ben," Harribel told him.

"Thank you, Harribel. Er, I mean Harribel-sama."

Harribel actually feel a small laugh building up inside her at Ben's innocence. "For you, Ben," she said. "I will allow you to just call me Harribel."

"You sure?" Ben asked, hoping that he wasn't being rude or disrespectful.

"I am sure," Harribel answered.

"Thank you," Ben replied, bowing respectfully at her.

Harribel couldn't understand what was going on inside of her. Never had she felt these feelings whenever she was around anyone else. Why did she feel so drawn to Ben? Sun-Sun once told her that Ben had this aura around him that made people believe in him and have hope in him. Those words made Harribel think of all that Ben had done ever since he had come into Hueco Mundo. He had stormed Las Noches, battled Privaron Espada, Fraccion, and was even capable of holding his own against the Espada.

When people who Ben didn't even know or who tried to harm him were threatened, Ben would step in and protect them for no reason other than to help them. Normally those in Hueco Mundo would consider such a thing foolish and a weakness. While Harribel admitted that she found it unusual to help complete strangers, she had a bond with her Fraccion and would do anything to keep them safe. And then Ben came along and brought something new to Hueco Mundo.

He had brought humanity. Something that everyone in Hueco Mundo had lost long ago.

* * *

Some time later, Ulquiorra and Yammy returned from their mission to the place called Karakura Town. Ben of course was unaware of the events going on and Harribel made sure to keep Ben from finding out. When Yammy and Ulquiorra returned, they had much to report. Yammy had gotten his arm cut off in combat and had engaged the man known as Urahara Kisuke and his companion Yoruichi Shihoin in battle. The boy named Ichigo Kurosaki had also been part of the battle, but Ulquiorra stated that Ichigo was not a threat. Grimmjow on the other hand said that Ichigo had the potential of being one. Ulquiorra stated that if Ichigo ever did become a threat, then he would eradicate him. Before the meeting ended, Aizen asked Ulquiorra one more question.

"Who do you consider more of a threat, Ulquiorra? Ichigo or Ben?"

Ulquiorra answered the question instantly.

"There is no doubt in my mind that Benjamin Tennyson is far more of a threat than Ichigo Kurosaki."

* * *

**After:**

Ben and Harribel returned to her chambers, where Apache, Mila-Rose, and Sun-Sun all paid attention once they realized that Ben was there.

"About you showed up," Apache grinned. "So where have you been all this time?"

Ben shrugged. "Around," he replied with a grin.

"Apache over here was worried about you," Mila-Rose teased with her own grin.

"No I wasn't!" Apache yelled becoming red in the face. "You were the one asking where he was every few minutes!"

"Was not!" Mila-Rose yelled, a hint of redness on her dark skin.

"Oh, just stop it you two," Sun-Sun said. "It's obvious that you both were worried sick about Ben, so there's no need to bother hiding it."

"Look who's talking, Sun-Sun!" Apache and Mila-Rose both yelled. "You were the one who kept looking at the door and hoping Ben would walk through it."

Because Sun-Sun had her sleeve over her mouth, everyone could barely see the small blush that was now on her cheeks. Ben of course had no idea what they were arguing about. Harribel had explained to him that they were always like that, so he simply tuned them out and let them argue about whatever they were arguing about at the time.

"I am going to go rest for a while," Harribel told her Fraccion. "The four of you may do as you wish." With that, she walked off.

"So," Ben said to his teammates. "What do you guys want to do?" he asked.

"Well, we're bored, so how about we go for a little walk," Mila-Rose suggested. "We can go to the outer sanctum of Las Noches."

It had taken some time, but Ben finally got used to the fact that the dome of Las Noches was really a fake sky. The only thing that bothered him was that there was no true night and day in Hueco Mundo. That meant that he had no sense of time really. Thankfully, Harribel had demonstrated a good sense of time that helped Ben feel like he had a normal schedule again. Albeit his teammates often woke him up on many occasions for extra training.

"Sure," Ben said, deciding to spend more time with his team. "Let's do it."

"Yeah," Apache said with a sneer. "And if Nnoitra ever tries to mess with us again, Ben can turn into NRG and burn his…"

"As Ben was saying," Sun-Sun interrupted, knowing that Ben was uncomfortable with swear words. "Let's get going."

Nodding, Mila-Rose and Ben got up. Apache growled at Sun-Sun for interrupting her, but followed everyone nonetheless. The four of them walked down the hallway. Ben couldn't help but notice that they all tended to get closer to him than usual. It was almost as if they felt _safer_ with Ben around.

"My," said a voice from behind them. "Don't we look cozy together?"

Ben and the girls all spun around. Standing there was someone who Ben had never seen before. It looked like a girl with short black hair, yet the voice had sounded male. But Ben had his doubts. This _person_ had long sleeves similar to that of Sun-Sun and a strange white object that looked like a comb or something like that in their hair.

This newcomer smirked at Ben with a mocking smile. "So you're the great Ben Tennyson that everyone's been talking about?" The voice sounded male with a strong sense of arrogance. "And here I thought you would be tough looking."

"You better watch your mouth, Luppi!" Apache yelled. "Ben could squash you flat!"

"Oh please," Luppi scoffed. "Just because he can stand up to losers like Nnoitra doesn't mean a thing. I'm better than that one eyed has-been anyway."

"Luppi?" Ben asked. He let out a chuckle. "What kind of a name is that?" he struggled to make sure that he didn't laugh.

But the attempt wasn't lost on Luppi, whose face had gone from cocky to annoyed. "You got a problem with my name?" he asked edgily.

"Sorry about that," Ben said, managing to control himself from bursting out laughing.

"No, but you will be." Luppi said. He suddenly lunged forward to punch Ben, but Ben's training with Apache, Mila-Rose, and Sun-Sun allowed him to dodge the attack. Luppi grinned.

"Not bad, Ben. But let's see what you can really do. Strangle, Trepadora!"

A bone cowl covered Luppi's head as eight tentacles grew out of an octagonal design on his back. Spikes grew at the end of each tentacle.

"Sorry," Luppi said mockingly. "But you don't stand a chance now. Not even if all four of you attack me at once."

"We won't need to," Mila-Rose said. "Ben can a wuss like you."

Luppi snarled at her. "Maybe I should teach a smart mouthed little girl like you her place."

Ben grinned as he activated the Ultimatrix. "I think not." He slammed the dial down.

In a blinding flash of light, Ben had turned into a small, blue furred, four armed, four eyed monkey.

"Spidermonkey!" he yelled in a mischievous voice.

"Huh," Apache stated. "I didn't know that he had a form like that."

But Luppi was far from impressed. "You think you're funny?" he asked angrily. "Think you can mock me by using that stupid form?"

"Speaking of stupid, have you looked in a mirror lately?" Spidermonkey shot back, causing his three teammates to laugh.

Now Luppi was getting ticked. Rather than say something, he shot one of his tentacles forward. Spidermonkey leaped out of the way, but the tentacle took out a chunk of the wall.

"Wow," Spidermonkey said, pretending to be impressed. "That wall didn't stand a chance against you."

Luppi growled. "I'll teach you to mock me!" He shot more of his tentacles forward.

But Spidermonkey dodged them with ease. Apache, Mila-Rose, and Sun-Sun watched in admiration as Spidermonkey dodged them with mastered agility and reflexes, increasing the already high respect they had for Ben. Then to really annoy Luppi, he hung from the tentacle and began making monkey noises. Furious, Luppi tried to attack with one of his other tentacles, but Spidermonkey just jumped onto another one. Sometimes the spikes from each tentacle would sink into the other one, causing Luppi to hurt himself instead of Ben.

"Hold still, you little pest!" Luppi yelled.

Spidermonkey smiled. "Monkey see, monkey do."

Suddenly he aimed his tail at Luppi, where thick webbing shot out and covered Luppi's face. Luppi yelled and struggled to get the webbing off, which left him wide open for a double knuckle sandwich.

Spidermonkey laughed. "Monkey just make fool of you!"

Luppi managed to get the webbing off his face and glared at Spidermonkey with hate filled eyes.

"Now I'm really gonna kill you!" he shouted. "But first…"

Suddenly three of Luppi's tentacles shot forward and grabbed Apache, Mila-Rose, and Sun-Sun.

"Put us down, you brat!" Apache roared.

"Now why would I want to let go of three gorgeous ladies like you?" Luppi asked, eyeing the girls up and down.

Mila-Rose looked away in disgust. "Ben will deal with you."

"We'll see," Luppi replied to her.

"I'm afraid it's a fact," Sun-Sun interjected. "You are no match for him."

Now Luppi was getting mad again. "Maybe I should just kill the three of you and see how Ben here likes it."

But the girls weren't bothered in the least. If they knew one thing, it was that they could have faith in Ben. But Luppi ignored them and looked at Spidermonkey.

"What do you say?" he asked sadistically to him. "You just sit back and relax as I kill your little girlfriends."

Spidermonkey scratched his chin while he pretended to think about it. "Hmm. No thank you. Time to go Ultimate!"

Twisting the Ultimatrix dial, he hit it again. This time, Spidermonkey became a muscular four eyed gorilla. He no longer had four arms, but now had four spider legs sticking out of his back.

"Ultimate Spidermonkey!" he roared in a much deeper voice.

Then he took advantage of Luppi's shock to shoot a huge blast of webbing out of his mouth. The webbing now covered Luppi's whole body minus the tentacles. But Ultimate Spidermonkey went over to the closest one, which had Sun-Sun on it, and bit his big fangs into the spikeless part. Luppi howled in pain and the tentacle relinquished Sun-Sun, who Ben got and then gently put on the ground. But Ultimate Spidermonkey saw that Luppi was about to get out of the webbing, so he quickly punched Luppi, who actually flew backwards from the blow. The force caused him to relinquish Apache and Mila-Rose, who Ultimate Spidermonkey caught them with his webbing.

"Ha," Apache said. "I knew Ben would do it."

"It's not over yet," Ultimate Spidermonkey said. Luppi was slowly rising to his feet. While Ultimate Spidermonkey was sure that he could beat circles around this guy, he wasn't in the mood to start causing mindless destruction. So instead, Ultimate Spidermonkey shot a huge blast of webbing out his mouth that not only covered Luppi again, but stuck him to the wall. After that, Ultimate Spidermonkey turned back to Spidermonkey, then back to Ben.

"Let's get out of here," he said. "That won't hold him for long."

Although the three had been hoping that Ben would give Luppi a pounding, they respect his decision and led him to where the outside was, all the while hearing Luppi's screams of anger and frustration.

* * *

Once outside, Ben collapsed to catch his breath.

"Hey, Ben?" Apache asked. "What was that thing you did back there? That 'Ultimate Spidermonkey' thing?"

"Oh that? My Ultimatrix has the power to make some of my forms evolve. I call them Ultimate forms."

"Can all of your forms do that?" Mila-Rose asked, looking at the Ultimatrix in wonder.

"So far, no," Ben admitted. "I've only been able to do it with Spidermonkey, Humungousaur, Big Chill, Cannonbolt, Echo Echo and Swampfire."

"That's still pretty impressive," Sun-Sun commented. Apache and Mila-Rose nodded.

* * *

Back inside, Luppi had finally managed to get free of the webbing Ultimate Spidermonkey had put him in. Hatred was an understatement to the way he was feeling towards Ben Tennyson. It was bad enough that he had been humiliated, but to be humiliated by a human was the worst kind of experience for an Arrancar. He had to make sure to find Ben Tennyson and make him pay.

"Had a run in with Ben, did we?"

Luppi spun around to see Gin standing there with that creepy smile on his face. His voice had sounded amused.

"I don't have time to talk right now," Luppi said to Gin. "I've got to find that punk, Ben Tennyson." He started to walk in the direction that led to the outside.

"I'd be careful if I were you," Gin said, causing Luppi to stop and look at him.

"What do you mean?" Luppi asked him.

"I'm afraid Aizen believes that Ben is quite valuable," Gin explained. "He's made it so that anyone who attempts to harm him in anyway will be strictly punished."

Luppi's mouth dropped in anger and shock. What was so special about a dumb human? So what if he could transform into different things? That didn't make him **that **important. Did it?

"Buuuuuut," Gin said, dragging out the word. "Aizen did say that anyone could spare with him with they got his permission and made sure not to kill him."

Luppi smiled a sadistic smile. That was good enough for him.

"Come on, Luppi," Gin said with a light chuckle. "We need to see if we can get that gunk of you."

* * *

Outside, the girls had just done some training with Ultimate Humungousaur, the one they had heard put Yammy in a tight spot. And they could see why. Ultimate Humungousaur was the same size as Yammy, nearly indestructible, and the fact that he could turn his hands into projectile energy weapons topped it all.

"Ben," Apache said after their little sparring match was over. "You are just amazing."

Ben smiled out of embarrassment. "Thanks. But you guys are great fighters too. You had me at the ropes plenty of times."

"Of which you always managed to get out of," Mila-Rose pointed out. "No matter what manner of tight spot you were in, you always manage to pull through."

"I agree," Sun-Sun replied. "It is plain to see why both Aizen-sama and Harribel-sama hold you in such high regards. You are amazing, Ben."

Usually this was the part where Ben got all egotistical and started showing off. But these news reporters and fans that always surrounded him nowadays. But his newfound friends, for he was certain that he could call Harribel and her Fraccion his friends, liked him for being himself and not something to gossip about. So he just smiled at them.

"We're gonna go see what Harribel-sama is doing," Apache said. "You can wait right here, Ben. We'll be right back."

"Okay," Ben said with a wave as the three girls got up and left. Smiling, Ben lied down on the desert sand and just allowed himself to relax in the sun. It was like being at the beach, only minus the ocean.

"Well," a familiar voice said behind him. "I'd say you're doing pretty well for yourself. Eh, Ben?"

Instantly Ben's eyes shot open. He leaped to his feet and turned around. Standing there smiling was none other than…

"Professor Paradox!" Ben cried happily, glad to see a familiar face. "It's good to see you!"

"As it is good to see you," Paradox said. "Though I must admit I was worried when you first arrived here when I accidentally dropped you but I had a feeling that if anyone could handle himself in any environment, it was Ben…"

"Wait, wait, hold up," Ben said, waving his hands. "Are you saying **you're **the reason I'm here?"

Paradox grinned sheepishly. "Well it wasn't my attention to just drop you here, I assure you."

Ben shook his head in confusion. "But why?"

"Well, Ben, that's the proper question," Paradox said. "You see, I stumbled upon this dimension quite by accident. It amazed me. A hundred thousand years in the Event Horizon, and I just now considered the possibilities of the existence of afterlives. But, in retrospect, I suppose that when people die, they must go somewhere."

"So where do people go when they die?"

"Good question," Paradox said. "Not the one we need to discuss though. The one we need to discuss is the reason why I brought you to Hueco Mundo. I brought you here because I believe that you of all people can end this war far better than anyone. It was you after all who saved the entire Earth from the Highbreed after all."

Ben always felt a sense of pride whenever he remembered that particular adventure. It had been the one where he got universal fame for saving the day.

"But, why didn't you just come and tell me that you needed my help?" Ben asked.

"Well," Paradox said, sheepishly. "On occasions, the time-space stream will experience a shift within it. You could call it a reality hiccup. While not exactly harmful, they can be a bit of a bother for people traveling through space and time. And as it would seem, one of those hiccups occurred just as I was trying to get you and take you to Hueco Mundo. I wanted to go after you and help, but I realized that several other places needed my help as well. But I always believed that you would be able to take care of yourself."

"That's one way of putting it," Ben admitted, remembering all of his adventures here.

"And I see you've made some friends," Paradox said. "Which is very good. I knew that you would be able to move on after Julie."

Here, Ben fell silent. Julie and he had sort of drifted apart over time. While the two remained close friends, it always bummed Ben out that they hadn't been more than that.

"Ah, don't worry, Ben," Paradox reassured him. "Plenty of fish in the sea and all that. And unless I was seeing things, I'd see those three young ladies have taken an interest in you."

Ben's eyes widened in surprise. "Apache? Mila-Rose? Sun-Sun? Nah. That couldn't happen."

"Couldn't it?" Paradox asked, raising an eyebrow humorously. "Anyway, I finally managed to get here and wanted to make sure that you were alright. And I'm glad to see that you are. I also wanted to let you know that I will be helping you put a stop to this war between Hueco Mundo and Soul Society."

"Great!" Ben said, happy to work with someone he knew.

"But I won't always be here," Paradox told him. "I've business in other places, but don't worry. When the time is right, I will come to help you."

Ben wanted to ask Paradox when the right time was supposed to be. But then again, an immortal time traveler like Paradox would certainly know when the right time was.

"Take care, Ben," Paradox said. "Oh, and try to make sure that you don't go overboard when you find out about Nel. Tata!" He pulled out his pocketwatch.

"Uh?" Ben asked. "What about Nel? Paradox, wait!"

"Don't worry, Ben!" Paradox called. "We'll meet again very soon!"

Ben tried to call out to Paradox, but in a flash of blue light, Paradox was gone, leaving Ben completely confused as to what the professor was talking about.

"What did he mean?" he asked himself. "'Find out what about Nel'?"

"Hey, Ben!" Apache cried.

Ben turned around and saw Apache, Mila-Rose, and Sun-Sun walking towards him. Smiling, Ben waved at them and started to head towards them.

"Ben!" Mila-Rose cried. "Above you!"

Ben looked up to see Nnoitra suddenly above him, swinging his Zanpakuto downward to try and slash Ben. But Ben's training with his new teammates had sharpened his skills, even in human form. Ben was able to leap forward and roll out of the way as Nnoitra's Zanpakuto slashed into the ground, kicking up huge amounts of sand as it did.

"Nnoitra!" Apache yelled. "What do you think you're doing?"

"What does it look like I'm doing?" Nnoitra shot back at her. "Aizen-sama said we could spar with Ben whenever we wanted. And right now I'm in the mood to fight."

Ben narrowed his eyes as Nnoitra charged at him, not giving him anytime to activate the Ultimatrix. Quickly Ben managed to roll out of the way as Nnoitra came at him.

"Don't worry, Ben," Nnoitra aid. "I can't kill you. But I can make sure that your blood makes the sand a nice red color." He started walking towards Ben again when suddenly Apache, Mila-Rose, and Sun-Sun all fired a Cero at him. The blasts all hit him simultaneously.

"Ben, run!" Sun-Sun called. "We'll deal with him."

But when the smoke cleared, everyone could see that the Cero attacks didn't do any damage to Nnoitra. He shot a bored look at Harribel's Fraccion.

"I said I was going to fight Ben," he said. "Not you three. Get out of my way before I kill you."

"As if you could," Mila-Rose shot back. "Harribel is stronger than you are. She'll crush you!"

Nnoitra glared at her. "I'm sick of you _women _always running your mouths. I'll deal with you after I deal with Ben."

Now it was Ben's turn to glare. He remembered when Nnoitra had harmed the girls yesterday. He was gonna make sure that it never happened again. He activated the Ultimatrix.

Nnoitra, having become used to the sound, turned around to smirk at Ben. "Now we're getting somewhere." He laughed. "Bring it on, Ben!"

Ben slammed down the Ultimatrix, turning into Swampfire. He unleashed streams of fire from his hands just as Nnoitra charged at him. But much to his shock, the flames didn't do anything to him. Swampfire had to duck to dodge Nnoitra's Zanpakuto.

"Were you trying to burn me again, Ben?" Nnoitra asked mockingly. "Should have stuck with NRG like last time."

Swampfire glared at Nnoitra as he shot more fire at him. But the flames didn't seem to even irritate Nnoitra. They lacked the intense heat that NRG wielded. Having been badly burned by that form, Nnoitra could tell the difference.

"Looks like you chose a bad form, Ben," Nnoitra raised his zanpakuto. "I know you can regenerate but I hope this hurts."

Swampfire raised his hands in a futile effort to block himself as Nnoitra's Zanpakuto came slashing down. But something happened that Swampfire didn't see coming. Apache suddenly appeared in front of him and used herself as a shield for the attack. Swampfire's eyes widened as blood shot out of her.

"Apache!" Swampfire, Mila-Rose, and Sun-Sun all cried as Apache collapsed on the ground. Swampfire instantly was at her side.

"Why?" he asked her, fearing the worst. "I would've regenerated."

Apache gave Ben a genuine smile. Not a sneer or a smirk, but an actual smile. "I know, Ben," she said gently as she clutched her bleeding side. "But I just…couldn't help myself."

Sadness filled Swampfire by the fact that one of his friends got hurt protecting him.

"This fights over," Swampfire said to Nnoitra. "Apache needs help."

"Of course she's hurt," Nnoitra said. "That's what happens in a fight. But our fight's not done."

Swampfire glared at him. "Apache's hurt. She needs help."

"I don't care," Nnoitra told him. "This is a fight, Ben. There will be casualties."

Swampfire snarled. "Fine," he said. "Mila-Rose, Sun-Sun. Get Apache out of here."

The two nodded and began heading towards them when Nnoitra pointed his Zanpakuto at them.

"No one is going anywhere until Ben and I are done fighting."

"Wait?" Swampfire yelled. "She is **injured**! She needs **help**."

"And I don't care," Nnoitra said. "In fact, maybe killing your friends will motivate you to fight me. Aizen-sama never said I couldn't kill them."

Swampfire was outraged. "You wouldn't!" he yelled.

Rather than say anything, Nnoitra grinned at Ben and then charged at Mila-Rose and Sun-Sun, his Zanpakuto raised to slash. Swampfire tried to blast him but his flames still had no effect. Nnoitra got to the two girls and brought his Zanpakuto down. Fortunately the two managed to dodge. They tried attack Nnoitra, but they were unable to harm his body thanks to his Hierro. Nnoitra laughed as he began slashing at them with his Zanpakuto. He moved to attack again until he was aware that he had somehow gotten under a gigantic shadow. But they weren't near any of the buildings. So where was the shadow coming from?

"What the…" then he noticed Mila-Rose and Sun-Sun's faces. They were looking above Nnoitra with faces of awe and disbelief. Unable to help himself, Nnoitra turned around to see what they were staring at. As soon as he did, shock and something that could only be described as horror filled his face.

Standing there was a giant creature. It was so tall that it nearly touched the top of the dome. It had a whitish body with red plating on his arms and legs. His face was streamlined and he glared at Nnoitra through green eyes. A big shark fin stuck out of the top of his head. Nnoitra saw the green circle on the giant's chest, he realized that there was only one person who this giant could be: Ben.

"Way Big!" the giant yelled in a booming voice.

Nnoitra grit his teeth. He had no idea that Ben had a form like that in his arsenal.

"Mila-Rose!" Way Big said. "Sun-sun! Get Apache help, now!"

"Right," Mila-Rose said as she recovered from her shock.

"Of course," Sun-Sun answered. Instantly the two used Sonido to reach their friend, picked her up, and then used Sonido to get away from there.

Nnoitra was about to move when he found himself caught in one Way Big's boulder sized hands. Way Big lifted him up to see that Nnoitra could see Way Big's face.

"So," the fifth Espada said. "Looks like you had a trump card. Guess I should hurt your friends more often."

Way Big's eyes flashed in fury. Then he raised the hand holding Nnoitra and threw him into the ground. Way Big's strength combined with the impact left Nnoitra aching. The realization hit Nnoitra almost as bad as the ground did.

"He…" Nnoitra said weakly. "He overpowered my Hierro!"

Nnoitra barely had time to turn around when Way Big slammed his fist on top of him. Of course the blow didn't kill Nnoitra, but incredible pain filled his entire body. This pain. He had never felt it, not even when he was fighting _her. _

Nnoitra tried to get up but Way Big decided it was time for the fifth Espada to get a taste of his own medicine. He punched Nnoitra, then again, and again, and again. Nnoitra was no match for Way Big's righteous fury as the angry giant continued his onslaught of punches. By the time Way Big was done, Nnoitra could barely move. He just wheezed weakly and stared up at Ben with hate filled eyes. Way Big once again picked up Nnoitra and brought him right up to his face.

"Don't you **ever** come near me or my friends again," he said

Nnoitra was in too much pain to say anything back. He just glared up at Ben in anger. He could use his released form but what good would that do? Way Big had given him a beating without even breaking a sweat. This fact that drove itself home in Nnoitra's mind.

_He's…he's more powerful than me! He's…he's stronger than an Espada!_

Deciding that Nnoitra had enough, Way Big lowered Nnoitra to the ground and turned back to normal. Without saying a word to Nnoitra, Ben went back inside to find Apache, Sun-Sun, and Mila-Rose.

* * *

But if Ben and Nnoitra thought that their battle had gone unnoticed, they were sadly mistaken. In fact, Aizen, the Espada, and all of their Fraccion had witnessed Ben getting attacked by Nnoitra, Apache defending Ben, and Ben turning into Way Big. The sight was enough to leave all of them speechless.

"Di…did you just see?" Yammy asked.

"I did!" Szayel cried happily. "I did! I know Ben has powerful forms but not even I could've imagined that he had a form like that!"

"He beat Nnoitra like a rag doll," Baraggan said, not pleased with that one bit.

All of Baraggan's Fraccion were still looking in shock. Now they knew that Aizen had been telling the truth that Ben could beat them. Especially with a form like that.

"It seems Benjamin always manages to have an ace up his sleeve" Ulquiorra said in his emotionless tone. "This form, Way Big, is probably one of, if not the, most powerful form in Ben's arsenal."

Starrk was still wide eyed. "Wow," he breathed.

"Aizen-sama," Harribel said. "May I leave now?"

"Yes," Aizen told her. "You may tend to your Fraccion."

Nodding, Harribel left the others, who continued to talk about Ben's form Way Big. Aizen found himself more and more intrigued by Ben. Ben had forms that could bend any of the elements to his will, had useful powers like duplication or regeneration, and of course he had forms that granted incredible physical power. In short, Ben was a one man army. Thinking of this, Aizen's mind drifted back to what Ulquiorra had recently told him.

_Benjamin Tennyson is more of a threat than Ichigo Kurosaki._

_I couldn't agree more, Ulquiorra. _Aizen thought. _I couldn't agree more.

* * *

_

But Harribel's mind was on more than just that. She recalled how angry Ben had been when Nnoitra had hurt Apache, and then when he had attempted to harm Mila-Rose and Sun-Sun. She had seen Ben turn into Way Big and pour all his anger into the blows he dealt Nnoitra. Then, how Way Big had threatened Nnoitra if he ever went near his friends again.

_Ben Tennyson_. She thought. _Thank you again.

* * *

_

Ben was running down the halls to try and find where Apache, Mila-Rose, and Sun-Sun were at. He was yelling out their names, not caring who he ran into along the way. He still had some left over anger from his fight with Nnoitra and wasn't scared of taking it out on anyone who messed with him.

"Ben!" called a voice that instantly brought relief to Ben.

"Harribel!" he called. "Apache's hurt! She…"

"I already know," Harribel told him. "Follow me."

Trying to swallow the lump that had formed in his throat, Ben followed her to a room where a woman wearing clothing similar to a medic's outfit had just put the finishing touches on some bandages that were wrapped around Apache. Mila-Rose and Sun-Sun were sitting on either side of her. All three of them turned their heads to see who had walked in.

"Ben!" they cried happily. "Harribel-sama!"

"Hello, girls," Harribel said.

"Hey, Apache," Ben said as he walked to her. "How are you?"

"In pain," Apache groaned as she rubbed her bandages. "But I'll feel a lot better if you tell me that you beat the crap out of Nnoitra."

Ben grinned at her. "Don't worry about that." He said.

"It was amazing," Mila-Rose said. "Ben turned into some kind of giant called Way Big."

"So you keep telling me, Mila-Rose," Apache groaned. "I just want to know if he whooped that jerk Nnoitra."

"He did," Harribel said. "I had witnessed the event. Nnoitra was helpless against Ben."

Wonder and admiration filled the looks of the girls as they stared back and forth between Harribel and Ben. Ben was strong enough to defeat the 5th Espada. Just what else was he capable of?

"Heh," Apache said. "Looks like we owe you again, Ben."

Ben shook his head. "I'm always there for my friends."

And hearing Ben say those words brought a comforting feeling to all four ladies. But for some reason, each of them found themselves wanting to be something more with Ben than just friends. Even Harribel realized that she felt this way.

_I couldn't be… _Harribel realized as she came to only one conclusion.

* * *

For the rest of the day, Ben stayed with his teammates to make sure that Apache recovered. They talked about Way Big and teased Ben for keeping such a powerful form a secret. Well, Apache and Mila-Rose did. Sun-Sun on the other hand complimented Ben for waiting until the right moment to use such a powerful form. Harribel said nothing, merely watching her Fraccion and finding herself feeling content at just being near them. A good amount of time later, Ben had been told that Aizen wanted to see him. Thinking he was in trouble for wounding one of Aizen's Espada, Ben was ready to tell his side of the story in case Aizen questioned him.

Ben found himself in a massive throne room, where Aizen was sitting on a platform with stairs on either side. Standing next to Aizen's throne were two girls. One had black hair in pig-tails while the other had short brown hair.

"Hello, Ben," Aizen said in that sickely pleasant voice of his. "I hear you had a quite a day."

Ben opened his mouth but Aizen raised a hand.

"There is no need, Ben. I already know. Nnoitra attacked you and one of your teammates got hurt in the process. Angered by the way Nnoitra had treated them, you decided to show Nnoitra what would happen if he tried to harm them again."

Aizen's strange habit of knowing everything that went on never ceased to unnerve Ben. But if Aizen noticed Ben's discomfort, he didn't show it.

"You acted reasonably, Ben," Aizen said. "I am not upset with you."

This got Ben's attention. If Aizen didn't call him because of that, then why did he get called here?

"You see, Ben," Aizen said as if reading Ben's thought. Just recently, Grimmjow had been demoted and stripped of his rank as the 6th Espada.

This caught Ben off guard. He had never considered the possibility of an Espada getting demoted. What did Grimmjow do to lose his rank?

"He acted against my orders and led a suicide mission against the agents of Soul Society. They wiped out all of his Fraccion."

Ben's eyes widened in shock. He had never personally known Grimmjow's Fraccion, but he felt bad that all of them had gotten killed. He wondered how Grimmjow was feeling about it.

"I am currently considering all possible candidates to replace Grimmjow as the 6th Espada," Aizen continued. "But the one person who seems to fit the bill is the one who I have just called to me."

Ben's jaw dropped when he realized what Aizen was talking about. Aizen smiled at Ben.

"I know you are not an Arrancar, Ben Tennyson," he said to Ben. "But would you consider becoming the 6th Espada?"

**End of Chapter**


	6. Nuclear Winter in Karakura Town

Disclaimer: None of the Ben 10 or Bleach characters belong to me.

In case any of you are confused, this **is **a BenxNel pairing. I am merely making it that some of the other females also have feelings for Ben and try to win him over.

Don't worry, once Nel turns back to her normal form, that's where the real romance starts. Now, back to the story:

Chapter Six: Nuclear Winter in Karakura Town

Ben's mouth was hanging open and his legs felt like they had been filled with lead. Did Aizen just ask him to become part of the Espada?

"Hold on," he said suddenly. "What are you going to do about Nnoitra? He tried to kill my friends."

"I will deal with him in due time, Ben." Aizen answered. "Although I am very certain the punishment he received from you was more than enough."

Didn't feel that way to Ben. He would've preferred that psycho to be locked up for a while. In fact, he was all up for sending Nnoitra to the Null Void.

"What is the meaning of this, Aizen?" Baraggan's voice boomed, startling Ben out of his thoughts about Nnoitra.

Out of the shadows stepped seven of the Espada. The three absent were Grimmjow and Nnoitra. Grimmjow for being demoted and Nnoitra because of the pounding Ben had given him as Way Big. But why Yammy was missing, Ben had no idea. Baraggan was glaring at Aizen furiously.

"It was bad enough you let this little _insect _into our midst, then you let him become a Fraccion, and now you want to make him an Espada? You go too far, Aizen! I will not allow…"

"Oh but you will," Aizen said coolly. "I have decided that Ben has the potential to be an Espada." Baraggan looked like he wanted to say more, but merely kept his mouth shut.

"Good," Aizen said to him before addressing all the remaining Espada. "Would anyone else like to tell me any reason why Ben should not be an Espada?"

Aside from the obvious fact that Ben was a human, no one could think of any reason why Ben shouldn't be one. Although she was less emotional than others (except for Ulquiorra), Harribel couldn't help but feel a small amount of pride within her at the thought that one of her Fraccion was Espada worthy. However, she did think that Ben rather deserved Nnoitra's rank since the fifth Espada was the one who Ben defeated. But Nnoitra had not been the demoted one, Grimmjow was. It was a pity that Nnoitra had not been the one demoted. She could tolerate Grimmjow far more than Nnoitra.

"Aizen-sama!" an obnoxious voice yelled. "You can't be serious!"

Everyone turned to see Luppi barge into the room. Ben groaned. Not this guy again.

"Greetings, Luppi," Aizen said. "So you have arrived."

"If I knew what you were going to do," Luppi replied. "I would've been here already. How could you offer the position of any Espada, let alone the 6th one, to a human?"

Aizen just smiled. "I believe that Ben far exceeds that of a human with his powers. As you are no doubt aware of, Ben defeated Nnoitra just recently. That clearly shows that Ben is more than deserving of a high rank among the Espada, regardless of the fact that he is a human."

"But I'm next in line for the 6th!" Luppi yelled. "And I'm not going to allow a stupid human to take it from me!"

Ben blinked at this. Luppi couldn't even handle Spidermonkey. And he thought Vilgax and the Highbreed were arrogant. But if Luppi wanted the rank, that was okay with Ben. No need to make such a big deal about it.

"Indeed, you **were **next in line," Aizen corrected. "But it has come to my attention that you had engaged Ben in combat recently and then come out the worst of it."

"He ran away!" Luppi shouted. "He just tied me up in some webbing and ran off. He's just a coward!"

Aizen raised an eyebrow amused. "Really? That is not what Gin told me when he saw your battle on the monitors."

Luppi's eyes went wide while Ben turned to look at Aizen. They had monitors? Where? He had never seen cameras or anything.

"He told me that you had attacked Ben, forcing him to transform," Aizen continued. "Despite your attempts, Ben was able to make a complete fool of you. When you attempted to harm his teammates, he become of his "Ultimate forms" that I have been told about. He incapacitated you and simply chose to end the fight there. It appears to me, however, that if Ben wanted to defeat you, he would have."

Luppi's face was pure rage. Aizen was amused by this.

"Had the fight continued, I would've won!" Luppi shouted.

Ben grinned. "Sure you would." He said smugly.

Luppi snarled at Ben. "You stay out of this, Tennyson!"

"That is enough, Luppi," Tosen's voice said as he and Gin walked into the room. "If Aizen-sama believes that Benjamin is more deserving of becoming the 6th Espada, then it is because he **is **more deserving."

Gin turned that creepy smile of his in Ben's direction. "Boy, you are truly something," He said to Ben in amusement. "You broke into Las Noches, have managed to hold your own against some of the strongest Arrancar here, and now you're being offered position of Espada. You're doing pretty good for yourself, kid."

Aizen nodded. "Ben continues to impress me far beyond anyone else has ever been capable of doing. That is to be admired."

"Aizen-sama!" Luppi yelled. "Let me fight him again! I'll crush him this time!"

"I doubt it," Szayel told him. "The kid's got that giant form that trashed Nnoitra. He could just use that."

This surprised Ben, his eyes widening. How could Szayel have…?

"All of the Espada had witnessed your transformation into the creature that you call Way Big," Ulquiorra told him. "You had such a powerful form with you and yet you did not unleash it until now. Or rather, you had no reason to unleash it until now. It is rather…interesting, Benjamin Tennyson."

Luppi had reached his boiling point. Everyone had to keep talking about that stupid human, Ben Tennyson. He was more determined than ever to bring that human down.

"I think poor Luppi just won't take no for an answer," Szayel said with a dramatic sigh. "So it looks like Ben is once again thrown into the heat of battle."

"Ben will win," Harribel said in her calm voice. Ulquiorra looked at her. The others may not have noticed it, but he of all the Espada could easily read the emotions of anyone no matter how easily they concealed it. He could sense the smallest hint of pride and fondness in Harribel's voice.

But Ulquiorra had been truthful when he had spoken about Ben. Ben had proven himself resourceful enough with all of his previously used forms that he didn't **need **to use Way Big at all. And the fact that Ben had gotten far without having to use Way Big until now only furthered his belief that Ben was far greater threat than Ichigo. After all, if Ben had such a powerful form like that tucked away, who was to say that he didn't have something even more powerful hidden away. Keeping one's true power hidden was something that he could relate to, actually.

Luppi sneered at Harribel. "He got lucky, that's all. Now I'm ready for him."

"Hold on," Ben said all of a sudden. "If he wants the rank, he can have it. We don't need to fight."

Now everyone was looking at Ben in surprise, shock, interest, or any combination of the three.

"Are you sure, Ben?" Aizen asked, interested by Ben's actions. "Do you not want a rank of the Espada?"

Ben shrugged. "It's okay," he said. "I mean, it is cool to be an Espada, but there's no reason for us to try and kill each other over it."

Most of the Espada were baffled by this. Most of the people in Las Noches would've jumped at the chance to become a high rank like the Espada and happily kill each other for such a rank.

Tosen turned his head in Ben's direction. "Are you sure that you do not want the rank, Benjamin?"

Ben grinned. "Yeah, I am." He said. "I don't need a rank among the Espada to help people."

Tosen nodded as he contemplated this. During Ben's time in Hueco Mundo, he was able to figure some things out about the boy. Ben's willingness to protect Baraggan's Fraccion showed that he held no prejudice against anyone, regardless of who they were. Rather risky there but Ben had nothing but good intentions. But what really touched him was Ben's sense of justice. The punishment that he had dealt Nnoitra had all but proven that.

He felt like a kindred spirit to Benjamin and hoped the young boy felt like that too. It would be good to know that there was someone who he could find friendship with in the new world

"Ha!" Luppi laughed. "So the great Ben Tennyson shows his true colors." He pointed at Ben. "You're a coward who doesn't want to admit that I can beat you."

Ben looked at Luppi. "I beat you before, Luppi," He said. "I could do it again."

"You ran away before we could finish our fight!" Luppi snapped.

"You were caught up in Spidermonkey's webbing," Ben shot back. "You could barely move."

"Being tied up isn't the same as dead," Luppi replied coldly.

"Dead? What is wrong with you?" Ben yelled.

"That is enough," Aizen interrupted. "I'm sorry, Ben but it seems that Luppi is far too determined to let this go. I'm afraid that you'll have to battle."

"Thank you, Aizen-sama," Luppi said with a hasty bow of respect. "I'll put this _human _in his place."

Ben grinned at him. "I'll just kick your butt all over again."

Aizen actually chuckled. "Very well." He said. "You may begin when you are ready."

"I'm ready now!" Luppi yelled. "Strangle, Trepadora!"

Once again, Luppi underwent that tentacle transformation. Grinning, Ben activated the Ultimatrix and slammed it down.

"Big Chill!" he yelled after transforming.

Luppi sneered. "You're going down this time, boy."

All of the Espada knew that Luppi was doomed the minute Ben chose Big Chill. But they decided to let the poor guy learn his lesson the hard way.

All of Luppi's tentacles shot forward, but Big Chill merely made his body intangible. Luppi's cocky look dropped when he saw his tentacles go harmlessly through his opponent. No matter what he tried, Big Chill just floated there with his arms folded. Furious, Luppi tried attacking in a berserk frenzy but it did no good. Angry began to cloud Luppi's mind as he tried all he could to land even one blow on his intangible opponent.

"Are you done yet?" Big Chill asked, bored.

Luppi was panting now. He couldn't even harm this guy!

"Then I guess it's my turn," Big Chill said. He took a deep breath and unleashed an icy wind at Luppi. Soon, Luppi's tentacles started to have ice form on them. Big Chill though Luppi would give up, but instead Arrancar made the ice shatter.

"Is that the best you can do? Luppi asked, his cockiness starting to come back. Even if he couldn't hurt his opponent, the other guy was too weak to hurt him.

"Not even close," Big Chill replied. He took a deeper breath and unleashed a bigger blast of ice at his opponent.

Luppi grunted as his body started to become covered in a layer of it. At first, Big Chill thought he had gained the upper hand. But sadly, Luppi still managed to break out of the ice with that cocky look on his face.

Big Chill shrugged at his opponent. If it was all out that Luppi wanted, it was all out that he was gonna get.

"Time to go Ultimate!"

All of the Espada watched with interest. They were always fascinated by Ben's Ultimate forms.

Big Chill twisted the Ultimatrix dial and slammed it again. The four spikes popped out of the symbol. His body's color scheme was now red instead of blue. He unfolded his wings and antennae to show that they now had a flame design to them. A red tuft on his face made it look like he was wearing a flaming mask.

"Ultimate Big Chill!" he cried in a more gravelly tone than he usually did.

"Heh," Luppi smirked. "Don't think that a new look is gonna save you."

He moved to attack but Ultimate Big Chill was faster. He opened his mouth, but instead of the icy breath that everyone knew, they saw red flames burst out. Luppi's eyes widened as the flames came at him and he instinctively brought up his tentacles to shield himself. Everyone expected the flames to burn the tentacles, but instead found them all to be encased in a huge chunk of ice.

"Huh?" Luppi cried out, the sheer weight of all his frozen tentacles causing him to fall down. "How did…"

"Fire so cold it burns," Ultimate Big Chill explained with a hint of smugness in his voice.

Luppi struggled to free his arms. He was not going to let this kid make a fool out of him again. But Big Chill had other plans.

"I think you need to _chill _out." He said.

Ultimate Big Chill then turned intangible and flew straight through Luppi. But this didn't really occur to the young Arrancar because most of his entire body was now encased in ice. Luppi began to desperately use his spiritual pressure to try and break free, but Ultimate Big Chill engulfed Luppi in his ice flames. Once he was done, Luppi was encased in a boulder of ice.

"Well," Ultimate Big Chill said. "That ought to cool him off."

"Fascinating," Szayel said hungrily. "Fire that's capable of freezing anything it comes in contact with. A defiance of the laws of nature. Oh Ben, must you tempt me so?"

Aizen was very impressed as well. Personally, it was always Ben's ultimate forms that intrigued him the most. Did all of Ben's forms have ultimate forms? Or was it just a few? An Ultimate Way Big would be beyond powerful. Aizen rose from his seat.

"It is obvious who the winner is," Aizen said to all present. "Ben, may you release Luppi?"

"Sure thing," Ultimate Big Chill replied. He turned back to normal Big Chill and then turned into Swampfire. Using his fire, he was able to thaw Luppi out quickly. Luppi was about to lunge at Ben but stopped when he saw Aizen looking at him.

"Sorry," Ben said to him. "But I think Grimmjow's probably stronger than you are."

Luppi glared at Ben, wishing to strangle him with everything he had.

"Ben is the winner," Aizen said. "And therefore has the privilege of being my new 6th Espada."

Luppi snarled at Ben. Twice he had been humiliated by that human. And this time in front of Aizen and nearly all the Espada.

"If a person needs to do all this just to be an Espada," Ben said. "I think I'm better off. Luppi can have it if he wants."

If Ben had said that to make Luppi feel better, it did the exact opposite. Luppi was furious because he thought Ben was mocking him, giving him the rank of Espada merely out of pity.

"You defeated him, Ben," Szayel pointed out. "Clearly showing that you are more suitable for the position than Luppi is."

Ben shrugged. "I'm good." He told Szayel.

Ulquiorra looked over at Harribel. "Your new Fraccion is starting to interest me." He said. "Despite the opportunity for more power, he refuses it. Something that is rare in a place like this."

Harribel nodded in agreement. "He has certainly proved that he is more than interesting."

Ulquiorra eyed her. "Just as he has caused you to see him as something more than a mere Fraccion, Harribel."

Harribel was neither afraid nor shocked. She knew that Ulquiorra of all people would eventually notice. She did not look at him and merely continued watching Ben.

"Do not allow him to affect your judgment," he said. "Your mind and body belongs to Aizen-sama. No mere human, regardless of his powers, shall ever change that."

Belong. For so long, that word was one that Harribel herself had used, for the Espada and all other Arrancar did in fact belong to Aizen. She was loyal to Aizen for all he had done, but Ben's humanity was unlike anything in Hueco Mundo. Kindness, compassion, and the willingness to help others just because they were in need. Harribel had never expected a human to able to affect her so much.

_Is it because he's human? _Harribel asked herself. _Or is it because of the way Ben is?_

And so Ben turned down the role of Espada, and handed it over to Luppi. While Luppi was more than happy to rub it in Grimmjow's face, his pleasure became bittersweet. Soon, everyone in Las Noches knew about Luppi becoming the 6th Espada only because Ben **allowed **him to. Something that everyone else were quick to point out to Luppi whenever he annoyed them. It was the only thing Grimmjow could do to make Luppi be quiet whenever the brat started to mock him. Personally, Grimmjow would rather have Ben be his replacement. Ben was powerful after all; Grimmjow had been there when Ben had pummeled Nnoitra. And he could tell that at least Ben wouldn't annoy him to death about losing his rank.

* * *

Gin was sitting at a table with Tosen. They were discussing the biggest topic ever in Hueco Mundo. That was, of course, Ben Tennyson.

"Got to say," Gin said to his comrade. "That kid's going places."

Tosen did not say anything, merely nodding in agreement.

"I can tell you," Gin went on. "I was absolutely shocked to learn that Ben was going to be offered the position of Espada."

Tosen scoffed at this. He had a feeling that Gin knew that Ben would eventually be offered to be in the Espada. If Gin noticed this, he didn't show it.

"But you know what really surprised me?" he asked. "The fact that he beat Luppi fair and square and yet he still turned down the offer."

"It was Benjamin's decision," Tosen finally said. "He is content with it."

"Deep down, though," Gin pointed out. "The fact that he beat Nnoitra to a pulp makes the position of 6th Espada a little insulting. Maybe that's why he turned it down."

"Or perhaps Ben is a selfless being," Tosen replied. "He cares nothing for personal power and puts others before himself."

"Seems you've gotten fond of Ben," Gin said with that smile of his. "And I've noticed that Harribel's Fraccion have been given Ben quite the eye. Hey, I wouldn't be surprised if Harribel herself got a little crush on Ben. I told you he's going places."

* * *

When Harribel's Fraccion found out about all that had taken place, they were left utterly speechless.

"What are you thinking?" Apache finally screamed. "Turning down an offer to be an Espada?"

"Apache," Sun-Sun said calmly. "Aizen-sama left the decision to Ben and he turned it down. Personally, I don't think needs the Espada rank to show everyone how powerful he is."

"Yeah," Mila-Rose laughed. "And the fact that Luppi got the position because Ben let him ought to knock him down a peg or two."

Personally Ben had to agree. That guy had the biggest ego he had ever seen. Of course, the fact that Ben had been offered to become an Espada only made the girls respect Ben even more. Personally, they too believed that Ben deserved the rank of Espada. But like Harribel, they preferred that Ben had been given Nnoitra's spot instead of Grimmjow's.

"This should get everyone to respect Ben now," Mila-Rose stated. "The fact that he was offered a position in the Espada."

"Not necessarily," Sun-Sun corrected. "Despite all Ben has done, Baraggan and Yammy still hate him."

"It does not matter," Harribel said. Unlike her Fraccion, she was standing with her arms folded as usual. "Some will always be ignorant and refuse to acknowledge others despite circumstances. Regardless, Ben should not let an issue such as that bother him."

Ben smiled. "Don't worry," he said. "I never really liked them anyway."

Apache, Mila-Rose, and Sun-sun all laughed while Harribel allowed herself a small smile. That's when something dawned on Ben.

"Oh, man!" he cried, leaping to his feet.

"Something wrong, Ben?" Sun-Sun asked.

"I forgot," he replied. "I have some friends outside that Harribel said I could bring here."

"Outside?" the three girls asked in shock.

"Yeah," Ben said, not understanding their shock. "This Arrancar named Nel and her brothers Pesche and Dondochakka."

"An Arrancar?" Apache asked. "Outside of Las Noches?"

"She's a little kid Arrancar," Ben explained. "Like Lilynette."

"But why would an Arrancar be outside of Las Noches?" Mila-Rose asked while scratching her chin in thought. "It makes no sense."

"Maybe they just wanted to live outside," Ben suggested.

"I don't see why," Sun-Sun told him. "Las Noches is much safer than out there."

Her words reminded Ben of when he had saved Nel from that mole Hollow using Armodrillo. But other than that, it seemed that Nel and her brothers enjoyed being out there in the desert. But personally Ben couldn't see how.

"Are you about to go get them?" Apache asked.

"Yep," Ben told them. "See you soon."

With that, Ben activated the Ultimatrix, turned into Big Chill and used his intangibility to fly out of Las Noches without needing to walk in its Labyrinth hallways.

* * *

Outside Las Noches, Nel was sitting on a sand hill while waiting for Ben. Pesche and Dondochakka looked at her as she stared at Las Noches so intently that she looked like she was trying to bore a hole in it by staring.

"Man," Pesche whispered to Dondochakka. "Nel's really found of that Ben guy."

"He is pretty nice," Dondochakka agreed. "And he cares about Ben a lot."

"But I don't get it," Pesche said. "Why would Aizen-sama allow a human to stay in Las Noches?"

"I don't know," Dondochakka admitted. "But it's got to have something to do with Ben's forms."

But the two jumped when Nel started squealing in delight.

"It's Ben! It's Ben!" she cried, jumping up and down while pointing.

Pesche and Dondochakka looked. Flying towards them was Big Chill. They had never seen Ben use that form, but they had been around Ben long enough to be familiar with his reiatsu. While his reiatsu did change slightly whenever he turned into a different form, it didn't change completely. So they were able to pick up his reiatsu mixed with that of the moth-man that was flying towards them. Sure enough, Ben turned back to normal when he was near them.

"Hey gu…oof!" he cried when Nel head butted him in the stomach, knocking him off his feet and landing on his back in the sand. He groaned in pain before looking to see what hit him. "Hello, Nel." He said weakly.

"Ben!" she cried happily. Tears of joy coming out her eyes. Ben cringed when he saw traces of snot starting to leak out her nose. But then Nel's face changed from sadness to joy.

"Nel's so happy to see Ben again." She squealed. Ben smiled at her and patted her on the back.

"Like I'd forget about you," he said fondly as he gave her a hug, something Nel instantly returned with blissful giggles.

"So, Ben," Pesche said, finding himself pleased to see little Nel so happy. "How are things in Las Noches?"

Ben shrugged. "Okay, I guess," he said. "I was offered the position of the 6th Espada."

"HUH?" Nel, Pesche, and Dondochakka all shouted in surprise.

"You were offered to be an Espada?" Pesche cried out.

"Yeah," Ben replied. "Grimmjow got demoted and Aizen offered it to me. I turned it down though."

"WHAT?" the three Arrancar shouted.

"That's one of the biggest offers in Hueco Mundo, don't cha know?" Dondochakka asked.

Ben shrugged. "It's not that big a deal."

Maybe to Ben it wasn't, but for anyone who knew about Las Noches it was the exact opposite. To have the rank of Espada was one of the highest honors. Not to mention the many privileges that came with it.

"I had other things on my mind anyway," Ben continued. "Like how that jerk Nnoitra hurt my friend Apache."

"Nnoitra?" Pesche and Dondochakka yelled. "As in Nnoitra Jiruga the 5th Espada?"

"The same," Ben grumbled. "The jerk picked a fight with me and Apache protected me. He wouldn't even let me take her to get help. Then he tried to hurt my other two pals Mila-Rose and Sun-Sun."

"How did you manage to escape?" Pesche asked.

"I didn't need to," Ben answered. "I beat him."

Now there was nothing but complete silence as the three Arrancar looked at Ben with utter disbelief.

"You…beat…Nnoitra?" Dondochakka asked slowly.

"Yeah," Ben said. "He didn't stand a chance against Way Big."

"Way Big?" Pesche and Dondochakka asked curiously. "What does he look like?"

Ben looked at them. "Would you like to see?" he asked.

"Yay!" Nel chirped. "Ben's gonna show us a new form!"

Grinning, Ben activated the Ultimatrix, selected Way Big, and slammed the dial down. Nel, Pesche, and Dondochakka all fell on their butts when they saw just how big Way Big was. Once Ben was sure that they had seen enough, he turned about to normal.

"What do you think?" he asked, finding himself grinning at their shocked silence.

"Ben got big," Nel said breathlessly.

"He's even bigger than a Gillian!" Pesche shouted.

"And that's pretty big don't cha know?" Dondochakka asked.

"Actually, I don't know," Ben answered. "I've never seen a Gillian before."

"Well they're pretty big," Pesche said. "And your Way Big was bigger than them."

"Ben is so cool!" Nel chirped, jumping onto Ben's waist and hugging him tightly. "He can do anything!"

Ben smiled in embarrassment. He never expected little kids to start praising him. But it actually felt kind of nice to hear Nel say that.

"I just remembered," He said. "Harribel said that I could bring you guys to Las Noches with me."

"Harribel?" Nel asked, worry in her voice. "Who's dat?'

"She's the third Espada," Ben said, momentarily pausing when he heard Pesche and Dondochakka gasping. "I'm part of her Fraccion."

Nel frowned. "What's her rewationswip with you?"

Ben's eyes widened in surprise. Relationship? Where did that come from? And why would Nel want to know something like that? Was Nel…jealous?

"Uh," was all he said when Pesche interrupted him.

"And she said that we were allowed to come into Las Noches?" he asked Ben.

Ben nodded, thankful for the interruption. "She knew about me coming to see you guys and said it was alright if you came to Las Noches."

"We won't get in trouble?" Nel asked, amazed that they would allowed in Las Noches.

"Nope," Ben reassured her. Pesche and Dondochakka looked at each other, then they looked at Ben.

"Ben," Pesche finally said. "We've decided on something."

Ben looked at Pesche curiously. He had such a grave tone in his voice, as if there was something on his mind.

"Something wrong, Pesche?" he asked.

"Ben," Dondochakka said now. "We think it might be best if Nel stays with you."

This wasn't what Ben had been expecting.

"Nel," Pesche said to his sister. "Go play with Bawabawa for a little bit, okay? Dondochakka and I need to talk to Ben."

Nel gripped Ben tightly. "Why?" she asked.

"Just go, Nel," Dondochakka said softly. "We'll be along softly."

Frowning, Nel finally let go of Ben and went off to play with Bawabawa. As she did, Pesche and Dondochakka turned to look at Ben.

"What's going on?" Ben asked them.

"Ben," Pesche said in a serious voice that Ben never expected him to have. "It's obvious that Nel's fond of you. You're someone she looks up to."

"And you obviously care about her," Dondochakka agreed, not once using that goof tone of his. "You're a big brother to her just as we are."

"And after hearing that you beat Nnoitra," Pesche continued. "We realize that you'd be better suited to protect Nel than we could ever be."

"Hold on," Ben said abruptly. "Nel needs you guys too. You can't just leave her. What kind of brothers are you?"

"Ben," Dondochakka replied. "The truth is, Nel got hurt because of us."

Ben did a double take. "What?"

"It's true," Pesche confirmed. "We were used as bait to lure Nel into a trap."

"That doesn't make any sense," Ben said. "Why would someone want to lure Nel into a trap? She's just a little girl."

"There's a lot to explain, Ben," Pesche told him. "But ever since we got kicked out of Las Noches, Dondochakka and I have been training so that we could always protect Nel when she needed us."

"And you still can," Ben said. "We can all protect her together."

"We can't tell you exactly, Ben," Dondochakka said. "But hearing that you beat Nnoitra reminded us that there might be things out here that we'd still be too weak to protect her from. We can't take that chance. But you. We know that you would be able to protect her from anything."

Ben founded himself truly honored by Dondochakka's words.

"Ben," Pesche said. "We are begging you to protect Nel. We know that you can."

Ben looked at the ground. Sure he would protect Nel, but he just couldn't see why Pesche and Dondochakka would just abandon her. He looked at the two of them.

"Can you at least tell me what happened to her?" he asked.

"It's difficult to explain," Pesche said. "But we can tell you who hurt her. It was Nnoitra."

Ben froze as anger surged through his body. "What?" he asked coldly.

"Which is why, after hearing that you beat him," Pesche continued. "We knew that you would be able to keep Nel safer than we ever could."

Ben nodded at the two of them. "I promise nothing bad will ever happen to Nel again."

"Thank you, Ben." Pesche and Dondochakka both said with a bow.

Then they instantly reverted back to their goofy selves. "Now let's play some tag!"

Using any form he could think of, Ben made sure that their eternal tag was going to be one to last. Every once in a while, Ben would look over at Nel, who was giggling happily. His anger at Nnoitra had grown even more. How could anyone harm a sweet little girl like Nel? Now Ben felt very satisfied as he remembered beating Nnoitra up.

After the gang was done playing, Nel was all giggles. Until she learned that she was the only one going to Las Noches.

"Pesche!" she cried. "Dondochakka! Why are you weaving Nel?"

"We think you'll have more fun with Ben, Nel," Pesche said.

Dondochakka nodded. "He promised to look after you, don't cha know?"

"Besides," Ben pointed out. "We'll come visit them whenever you want to."

Nel looked back and forth between Ben and her brothers, unable to make up her mind. Finally, she walked over and gave her brothers hugs.

"Nell will miss you," she said them. Pesche and Dondochakka were trying their best not to cry either as they hugged Nel.

"Come and see us anytime, Nel," Pesche chocked out as Dondochakka began balling huge tears. Nel let go of them and walked over to Ben.

"Nel's ready," she told Ben.

Ben smiled softly as he gave Nel a reassuring hug. "Don't worry, Nel. We'll be sure to visit them."

Nel finally began to smile. Hearing Ben tell her that made her happy. Activating the Ultimatrix, Ben slammed the dial down and turned into Big Chill. After transforming, he scooped up Nel.

"Let's fly," he said as he took off into the sky. Nel clutched Big Chill's arms tightly as they took off. But Big Chill flew low so that he wouldn't scare Nel. Soon they reached Las Noches, where Big Chill used his intangibility to phase them through the walls. Once they were inside, Big Chill turned back to normal and put Nel gently down.

"Here we are, Nel," he told her. Nel's eyes widened at the big hallway they were in.

"Follow me," Ben told her as he held out his hand. "I think I've figured my way around this place."

"Well," a voice said. "This is an unexpected surprise."

Ben and Nel turned around to see Szayel walking towards them, amusement on his face.

"Can I help you with something, Szayel?" Ben asked, while Nel cowered behind Ben.

"Oh I was just passing by when I saw you go through the wall," Szayel explained with that annoying smile on his face. He looked down at Nel. "And it seems you brought a guest."

Nel quivered behind Ben, causing the wielder of the Ultimatrix to step in front of her protectively.

"It's…it's Szayel Aporro Granz!" Nel squealed. "The top scientist in Las Noches!"

Szayel's smile widened. "You remember me? How nice." He took a step towards her, which caused Ben to take a step backwards to shield her.

"Come now, Ben," Szayel said. "I don't mean any harm to her. I just haven't seen her in so long."

"But…" Nel said. "Nel never met you."

A brief flash of surprise came across Szayel's face until it was replaced by his smile again.

"I see," he said quietly. "You can't remember, can you?"

Ben's eyes narrowed. "Can't remember what?" he asked edgily. "What Nnoitra did to her?"

At here, Szayel paused at looked at Ben in shock. Nel looked up at Ben in confusion. What was he talking about?

"What?" was all Szayel could say.

"I was told that Nnoitra hurt Nel and he's the one responsible for her and her brothers living out in that desert," Ben told him. "And I'm gonna make sure he doesn't come anywhere near her."

Szayel nodded as he thought about this. "Very well then," he said finally. "I'll just be on my way."

With that, Szayel turned around and walked in the opposite direction. But not before giving Nel one final look, causing the poor girl to tremble and Ben reaching for his Ultimatrix. But Szayel merely turned away before something else happened. Once Szayel was out of view, Ben turned his head to look down at the trembling Nel.

"It's okay," he said gently as he picked her up and gave her a hug. "He won't hurt you."

Nel clutched onto Ben tightly, seeing that he was the only one she could feel safe with.

Ben returned her tight hug. "I won't let anything hurt you, Nel." He said soothingly to her. "I promise."

* * *

Nnoitra was in the medical chambers of Las Noches, still recuperating from his beating. So far, he could barely move and his entire body ached. His breathing was ragged and he couldn't get up. Every single bone in his body was broken. At first, all he could feel was nearly unbearable pain. But soon the pain brought something else; anger and hatred for Ben Tennyson. Nnoitra wanted to kill Ben now, but he knew that if he did, he would be punished by Aizen. Thus, Ben was pretty much untouchable.

_But you won't be valuable to Aizen-sama forever. _Nnoitra thought. _Once he no longer has any use for you, I'll be there._

"And how are we feeling today?"

Nnoitra snarled at the voice. He turned, with extreme difficulty, to see Szayel smiling at him.

"What do you want?" he asked the scientist.

"I just came by to see how my comrade is doing," Szayel replied pleasantly.

"We may be Espada," Nnoitra told him. "But you and I are **not **comrades."

"Pity," Szayel sighed. "We made such a great team back then."

Nnoitra ignored him.

"Just wanted to let you know that she's back."

Nnoitra struggled to tilt his head to look at Szayel in mild surprise and much interest.

"She is?" he asked.

Szayel nodded as his smile widened. "But she is still in her child form. And it appears that she and Ben are rather close."

For once, Nnoitra's sneer was back on his face. "Well, well," he said. "That makes things interesting."

"And you intend of going up against Ben again?" Szayel asked. "I thought your last scuffle would have taught you not to mess with him."

"He's strong," Nnoitra admitted. "But not invincible."

"Once he turns into Way Big, he might as well be," Szayel pointed out.

Nnoitra grinned. "Then I'll just have to make sure that he doesn't use Way Big again."

What Nnoitra and Szayel didn't know was that someone had been right outside the doorway, listening to their conversation.

* * *

Soon, Ben had made sure to introduce Nel to his teammates. He had gone off to go find Harribel, leaving Nel in Apache, Mila-Rose, and Sun-Sun's care.

"She's just a little kid," Apache noted staring at Nel as if she had never seen a child before.

"Thank you for pointing out the obvious, Apache," Mila-Rose said. "Anyone could tell she's just a child."

"Nobody asked for your opinion, Mila-Rose!" Apache snapped. "So stay out of it."

Sun-Sun, however, was more interested in the fact that Nel was glaring at all three of them.

"Is something wrong?" she asked politely, albeit she was slightly uncomfortable by Nel's glaring.

"What's your rewationswip with Ben?" she asked all three of them in a dead serious tone.

At first, all three girls just stared at Nel in complete surprise. Then Apache started laughing her head off.

"Jealous?" she asked Nel mockingly. "As if a little squirt like you stood a chance with Ben!"

Nel focused her glare completely on Apache, already deciding that she didn't like her.

"That's rude, Apache," Mila-Rose scolded. "Besides, why would Ben want an impulsive brat like you in the first place?"

"What did you call me?" Apache yelled. "At least I have modesty. As if Ben would want a girl who's always walking around with so much skin showing."

She and Mila-Rose glared daggers at each other.

"Stop arguing, both of you," Sun-Sun interrupted. "Besides, I'm sure **I **would be all that Ben requires."

"Shut up, Sun-Sun!" Apache and Mila-Rose yelled at the same time. "Who said Ben liked you anyway?"

Nel frowned. All three girls were her enemies. Ben was hers and they couldn't have him.

Speaking of which, the door opened and none other than Ben walked into the room.

"I can't find Harribel anywhere," he managed to get out before all four girls were right in front of him.

"Welcome back, Ben," Apache said coyly, trying to act flirty.

"Are you tired, Ben?" Mila-Rose asked, grabbing Ben's arm and leading them to one of the beds in the room.

"Is there anything we can do for you, Ben?" Sun-Sun asked politely yet eagerly.

The whole thing was really starting to worry him. But his attention was taken away when Nel crashed into his stomach.

"Ben!" she faked cried. "Nel missed you! Why did you leave?"

Ben gave her a hug. "It's okay, Nel." He reassured her. "I'm here."

Giving a fake hiccup, Nel looked at Ben and gave him a pouty face.

Ben smiled at her. "It's alright," He said, giving her another hug.

But Ben had his eyes closed when he hugged her, so he didn't notice Nel looking back at Apache, Mila-Rose, and Sun-Sun. She gave them a smug look and stuck her tongue out at them before nuzzling her head against Ben's chest.

All three girls glared at Nel angrily. She had just rubbed in their face the fact that she was the one who Ben was hugging and not them. They all agreed that they didn't like Nel at all.

Time went on in Las Noches. Ben made extra sure to always accompany Nel whenever she wanted to explore. He did his best to avoid those like Baraggan, Szayel, Yammy, and such.

Harribel had been kinder than her Fraccion when she and Nel met for the first time. She was a little surprised when Nel asked her what her relationship was with Ben. Also, Harribel couldn't help but soften whenever she saw Ben and Nel playing together.

The rivalry between Nel, Apache, Mila-Rose, and Sun-Sun had its ups and downs. While the four girls got along in most cases, they were pretty much at each other's throats when it came to Ben. They would try almost any method they could to spend time with him. Fortunately they didn't use outward seduction, as they were able to figure that Ben wasn't like that, which was something else they liked about him.

Nel was sure to make herself seem helpless and adorable so that Ben would give her attention. And she made sure that the other girls knew it. Apache, Mila-Rose, and Sun-Sun were so mad at Nel, but they knew that Ben cared about her, so they couldn't do anything to her.

"She's driving me nuts!" Apache said one day talking, of course, about Nel. Nel herself was playing outside with Ben. "She's always hogging Ben all to herself when he should be training with us."

"Ha!" Mila-Rose laughed. "I bet you just want him to turn into FourArms so you can rub all over his muscles."

"Me?" Apache roared. "You were the one who faked an injury so that Ben would carry you!"

"For your information!" Mila-Rose snapped. "I was tired and Ben offered to carry me!"

"It seems to me that you girls have become very attached to Ben Tennyson," Harribel noted as she watched her Fraccion argue.

All three girls got red in the face.

"It's…it's not like that, Harribel-sama!" a blushing Sun-Sun said. "We respect Ben as a valuable member of our team."

Harribel didn't say anything for a moment. "You are in love with him." She finally said.

All three girls turned a deeper red when Harribel said that. The 3rd Espada nodded.

"He is something isn't he?" she asked them.

Too embarrassed to say anything, the three girls merely nodded their heads in agreement.

* * *

But it wasn't fun and games for Ben. Aizen had spent his time teaching Ben all he could about Soul Society. He told him its location, its structure, and the main thing he taught Ben was about its forces. Soul Society's most powerful warriors were the Gotei 13. They were the Captains of Soul Society's Thirteen Squads. Aizen, Gin, and Tosen had been captains in Soul Society until they rebelled against it. Aizen cautioned Ben not to take any of the Captains lightly, as they were extremely powerful.

He told Ben that Shinigami looked like humans but most definitely weren't. Aizen talked about Zanpakuto and that each one granted a different ability to each wielder. First, there was Shikai, the first true form of a Zanpakuto. Then there was Bankai, the second and far more powerful form of a Zanpakuto. Aizen also talked about Kido, the unique power of Shinigami to use their reiatsu, or spiritual pressure, to cast spells.

"You must be prepared, Ben Tennyson," Aizen told him during his teachings. "Or they will fill the world with their corruption."

But Ben couldn't help but think that there was something more to this than Aizen was letting on.

Around a month had passed. Of course, Ben had been so caught up with Nel, his teammates, and training that he didn't even notice. He had been playing with Nel at the time when Harribel came into the room and told him that Aizen wanted to see him. Curious, Ben followed Harribel to Aizen's throne room, where all of the Espada were waiting. Ben noticed Nnoitra among them, the two sharing a glare as Ben walked past him.

"Hello, Ben," Aizen said pleasantly. "There is something I require of you."

"Uh," Ben said. "What is it?"

"I realize that in order for you to be prepared for the war, you need experience battling the Shinigami. If you do not know how to handle them, even your forms will be rendered helpless."

Ben didn't say anything, merely listening as Aizen went on. But he couldn't help but wonder just how strong the Shinigami were.

"Several Shinigami have set up a post in Karakura Town," Aizen continued. "I want you to accompany Yammy, Luppi, Grimmjow, and new comrade there."

Ben cringed. He wasn't looking forward to hanging out with Yammy and Luppi. The looks on their faces at Aizen's words told him that the feeling was mutual. Ben then noticed Grimmjow walking towards them. He was about to say hello when he saw something different.

"What happened to your arm?" he cried. Sure enough, Grimmjow's left arm was gone.

"That was Grimmjow's punishment for his disobedience," Tosen stated to Ben. Ben's eyes widened.

"You cut off his arm?" Ben was outraged. "That's just wrong!"

"Shut up, kid," Grimmjow told him. "Shouting ain't gonna bring my arm back."

"Do you still have it?" Ben asked him. "I could use Swampfire's vines to reattach it."

"Sorry, Ben," Luppi said mockingly. "But his arm got burned to ashes. You can't reattach anything."

Ben looked at Grimmjow, feeling bad that he lost his arm. He glared at Aizen.

"You didn't need to do that," he said glaring at Aizen.

Any trust he might have had for the man had vanished completely. But his thoughts were interrupted when he felt something grab onto his left wrist which had the Ultimatrix. Grabbing his arm was what appeared to be a little kid with blonde hair, purplish eyes, and a bit of bucktooth. A tiara like fragment was on his head and he carried a big cleaver on his back.

"Ben," Aizen said. "This is your new companion. Wonderweiss. He will accompany you to Karakura Town."

"Aaaaaah," Wonderweiss said, looking up at Ben.

Ben looked at Wonderweiss uneasily. Personally he didn't want to be a part of Aizen's little expedition. But he knew that if Aizen was willing to cut off a person's arm for disobedience, Aizen could easily cause something to happen to Nel, Apache, Mila-Rose, and Sun-Sun. He'd have to go along with this for now.

"When do we leave?" he asked Aizen, an edge in his voice that only amused him.

"Immediately," Aizen told him.

Suddenly, a strange hole opened up in the throne room. To Ben, the hole opened to some place that seemed to be swirling energy and darkness. It gave him the creeps.

"This is called a Garaganta," Ulquiorra explained. "It is the gateway between Hueco Mundo and the land of the living. I recommend that you follow the others first. Humans would have difficulty traveling through it by themselves."

Ben was confused by Ulquiorra's words, but decided he might as well go with it. Ulquiorra didn't seem like the type to lie. Now that he thought about it, Ben was certain that Ulquiorra **couldn't **lie. So, Ben let the Arrancar step into the portal first and followed quickly after.

"One last thing, Ben," Aizen called after him. "Make sure that you are not seen in your human form. That will only make you easier for them to find." Then the hole connecting them to Hueco Mundo closed.

All Ben could see was a swirling vortex and a strange road of light that suddenly appeared when all the Arrancar had entered. Since it was the only pathway, that's where everyone went. The trip was quiet and nobody said a word. Not that Ben wanted to say anything to Yammy or Luppi anyway. Grimmjow looked like he wasn't in the mood for talking and Ben didn't know if Wonderweiss could talk anyway.

After a while another hole opened up in front of them. Greeted by a bright flash of light, Ben had to cover his eyes. Once they adjusted, he tried to see. Unfortunately, Yammy was in the way so he couldn't see much. But he could see the sky that he was so familiar with. And he could see trees and the ground best he could. His heart leaped into his throat. He was back on Earth.

"Oh?" Yammy said. "We came out in a pretty nice place, didn't we? Those guys have some pretty high reiatsu. This should be a good place to start off."

"What are you talking about?" Luppi asked him. "Those Shinigami. Aren't they the "Reinforcements from Soul Society that Mr. 6 was talking about? Hmm. Oh, sorry. It's former Mr. 6 isn't it?"

Ben frowned at Luppi, then looked from behind Yammy. Standing down on the ground and looking at them were four people. There was a bald guy, a blonde haired woman, a white haired little kid, and what appeared to be a man with shoulder length black hair something that looked like feather attached to his eye. Ben blinked. Even though Aizen warned him that Shinigami looked just like people, it still bothered him about how close they resembled humans.

Grimmjow merely looked off with a bored expression. "The guy I want to kill isn't in that group."

Ben snapped his head to look at him. "Kill?" he cried.

Instead of saying anything, Grimmjow suddenly shot off into the sky, flying through the air. Ben remembered that. Harribel had taught him how to use Spiritual Pressure to levitate his body for any of his forms. It had taken Ben some time , but he had managed to do it right.

"Hey!" Yammy yelled at him. "Wait up, Grimmjow!" But Grimmjow was soon out of sight. "Jerk!"

"Just ignore him," Luppi said. "After all, he's a fallen Espada. It's not like he can do anything."

"Ch," Yammy grunted. Then he looked down at the group below. "The guy I want to kill isn't in that group either."

Ben's jaw dropped. He knew this was war and all, but these guys were talking about it a little too much like they were enjoying it.

"Would the guy you want to kill be the one who cut off your arm? Or the one who beat you up? Or is it the one who repelled your Cero?"

Yammy grinned. "All of 'em."

Ben felt a stone in the pit of his stomach. This was not good.

"Hey, you two!" Yammy yelled at Ben and Wonderweiss. "Let's go!"

Ben decided that he needed to take action fast. Figuring that he might as well use Humungousaur, he activated the Ultimatrix, selected Humungousaur, and then slammed the dial down.

But instead of becoming Humungousaur, Ben turned into Rath instead.

"Rath?" Ben cried outraged. "Let me tell you something, Ultimatrix. Why don't you stop messing up for once?"

Yammy and Luppi were too busy paying attention to Ben that they almost missed the white haired kid pulling out his sword and soaring straight at them. However, Yammy was able to block the attack with his own sword.

"Hitsugaya Toushiro, Squad 10 Captain."

Yammy smiled. "What a coincidence. I'm a 10 too. Arrancar 10, Yammy."

"10?" Toushiro asked. "Are you an Espada?"

"You know quite a lot, don't you?" Yammy asked with a sneer. "Seems you fought with someone who doesn't know how to shut up."

Rath was soon aware that the white haired kid's friends were also floating in the air as well. The bald man and the black haired man faced Luppi. The bald man was holding some kind of spear, while the black haired man had a sword handle that had four sickle blades attached to it.

"Are you also an Espada?" They asked Luppi.

Luppi smiled at them as he showed a 6 tattoo on his hip. "That's right. My rank is Sixth."

Rath then noticed the woman, who was looking at Rath in surprise. Her hair was extremely long and blonde and, much to Rath's embarrassment, he saw that she had a lovely figure that she seemed to make no attempt to hide. Rath made sure to look anywhere but at her.

"You…" she said as she studied Rath. "You're not an Espada. You're not even an Arrancar. And you're definitely not a are you?"

Hitsugaya and the other two looked at the woman, then at Rath. All of them looked at Rath in surprise.

"What are you?" the bald man asked. "Some kind of pet?"

That ticked off Rath. "Let me tell you something, baldy! Rath is nobody's pet! Rath is his own man. I mean cat. I mean….whatever."

The bald man glared at Rath angrily. "I'm not bald!" he yelled at Rath. "I'm Ikkaku Madarame and I'm shaven!"

"You look bald to me, Ikkaku Madarame," Rath said with a smirk. "You're so bald the sun was shining off your head and nearly blinded me."

The man called Ikkaku went ballistic. "That does it! This guy is mine, Yumichika!"

The shoulder haired man shrugged. "Fair enough," he said dramatically. "I'll deal with the kid here." He looked at Luppi as he said this.

Leering, Ikkaku lunged forward to stab his spear into Rath. Unfortunately, Rath grabbed Ikkaku's spear and used it to throw Ikkaku down to the ground.

"Let me tell you something, Ikkaku Madarame!" Rath yelled down. "Nobody threatens Rath with a twig!"

Ikkaku got up and looked at Rath. Spitting dirt out of his mouth, he grinned up at him. "Looks like I've got myself a fighter. This is gonna be good."

Rath pumped his fists. "Bring it on!"

Ikkaku laughed wildly as he took off into the sky, aiming straight toward Rath. Rath simply thought that Ikkaku was going to stab him again, so he merely waited for his opponent to get close enough.

But just as Ikkaku came within distance, the long spear split itself, revealing that it contained three different segments that allowed it to bend. A surprised Rath was caught up in it.

"Sorry, kitty," Ikkaku said. "But you're going down."

Rath sneered. "Whatever," he replied. Then he broke out of the binds, breaking the spear segments and pretty much breaking the spear itself.

Ikkaku's eyes got wide as Rath leaped forward, grabbed Ikkaku by the head and tossed him down to the ground again.

Yumichika, Hitsugaya, and the blonde haired woman all stared in shock. This tiger might not be an Arrancar, but he was beating Ikkaku like nothing. They couldn't even sense him putting any reiatsu in his blows. Was it all brute strength?

"I have to help him," Yumichika called. He was about to go at Rath, only for Luppi to get in the way.

"Sorry," Luppi said mockingly. "But we're fighting right now."

Yumichika glared at him.

"I've got him," the blonde woman said. She disappeared briefly, and then reappeared in front of Rath. It reminded him of Sonido.

"Rangiku Matsumoto," the woman said. "Lieutenant of Squad 10."

"Let me tell you something, Rangiku Matsumoto!" Rath yelled. "This fighting is stupid! What do you have against Arrancar anyway?"

Matsumoto froze, just as everyone else did.

"What is he talking about?" Ikkaku groaned from the ground.

"Aizen said you pick on the Arrancar just because they exist!" Rath yelled. "That is not cool!"

This left every single one of the Shinigami speechless. This guy actually thought the Arrancar were the good guys.

Yammy could see where this was going so he needed to do something fast. Aizen had told him to do everything to make sure that Ben thought the Shinigami were the bad guys here.

"Don't waste your time, kid," he called to Rath. "Those Shinigami are too stuck up for their own good."

This exchanged interested Hitsugaya. From what he gathered, Aizen had convinced this tiger creature into believing that the Shinigami were the evil ones.

"Matsumoto!" he yelled to his lieutenant. "Take down that tiger but don't kill him. We'll take him to Soul Society for questioning."

Matsumoto nodded at her captain before looking back at Rath.

"Sorry about this," She said. She raised her blade. "Growl, Haineko!"

Rath raised an eyebrow as the sword suddenly transformed into what appeared to be a giant cloud of dust or ash.

"What are you gonna do with that, Rangiku Matsumoto?" Rath asked. "Gonna make Rath sneeze?"

Rangiku swung her now bladeless hilt in Rath's direction. Much to his shock, the giant dust or ash cloud came right at him. He swung his fist out to punch it, only for the cloud to disperse around his fist and then lung at his stomach. He soon discovered that it wasn't ash or dust at all. It was a bunch of tiny blades that were swarming together to look like ash or dust. While Rath was one of Ben's most durable forms, he knew he needed a different form before he started to get sliced up. He reached for the Ultimatrix dial and transformed again.

"ChromaStone!" he yelled after transforming. The ash was useless against his silicon body.

Matsumoto's eyes went wide. "What the…?" she managed to cry just as ChromaStone fired an energy blast at her. She dodged out of the way, but was still staring at ChromaStone.

And she wasn't the only one. The tiger creature they had all seen just transformed into some kind of purple rock creature.

"What…what is he?" Yumichika asked aloud before he received a punch from Luppi.

"Sorry, but he's not the one you should be worrying about," Luppi said smugly. "Hey, Tennyson, Yammy! Throw those two over here! I'm gonna fight them all at once."

"All at once?" ChromaStone cried. "Okay, that ego of yours really needs a reality check."

Luppi snarled at ChromStone. "I can handle them."

"I beat you all by myself," ChromaStone said. "There's no way you could beat three people at once."

This got all the Shinigami's attention. This rock creature was stronger than the Sixth Espada? Just how strong was he?"

Luppi glared at ChromaStone. "Strangle, Trepadora!"

Luppi prepared to enter his released form, with Hitsugaya charging at him. But Luppi managed to enter his released state and attacked. Before ChromaStone could do anything, Luppi snatched up Matsumoto, Yumichika, and knocked Hitsugaya down.

"Well," Luppi said as he studied Matsumoto. "Nice sexy body you have. Should I prick it full of holes?" One of his tentacles turned into spikes.

"Luppi! Stop!" ChromaStone yelled. "Leave them alone!"

Everyone looked at ChromaStone in shock.

"What?" Matsumoto asked.

"Is…is he serious?" Yumichika asked in disbelief.

"Just what is going on here?" Ikkaku asked himself. "This guy's on the Arrancar's side but he doesn't want to kill? Something's not right here."

"This is war, Tennyson!" Luppi yelled. "People die!"

"We don't have to do this!" ChromaStone shouted back. "I'm sure that if we just talked to Soul Society…"

"Shut up!" Luppi snapped. Then he shot the spiked tentacle straight at Matsumoto.

"No!" ChromaStone yelled, raising his arms to shot an energy blast at Luppi. But someone had already beaten him to it. A red wave of energy came out of nowhere and sliced off Luppi's tentacle. Shocked, ChromaStone and everyone else looked to see who it was.

Floating in the air was a man wearing some kind of clothing that looked only like Japanese clothing. A green and white striped hat was on the man's head and in his hand was some kind of thin sword.

"Looks like I made it just in time," the man said.

"Who are you?" Luppi asked him.

"Sorry, I was a little late with the introductions," the man said. "Urahara Kisuke, owner of the Urahara Kisuke Shop, a little dime and nickel store. Feel free to come by later."

He looked like he was about to attack again, but that's when Wonderweiss appeared right behind him. His hand was reached out to grab Urahara's hat, but Urahara spun around to unleash a red energy wave at Wonderweiss.

Rather than see how that fight was going to turn out, ChromaStone was about to go and talk to Luppi when suddenly a wall of ice appeared in front of him. ChromaStone turned around to see Captain Hitsugaya floating in front of him.

"I don't know who or what you are," Hitsugaya said. "But you're nothing like them. Something is at work here and I think you're the key. I'm taking you back to Soul Society."

ChromaStone narrowed his eye at Hitsugaya. He couldn't afford to be taken away. He still had Harribel, Harribel's Fraccion. But most importantly, he still had Nel. He couldn't leave them. He **wouldn't **leave them.

"Sorry," ChromaStone replied. "But I can't go with you."

Hitsugaya frowned. "It wasn't an option. Bankai!"

ChromaStone's eye widened as he was blasted backwards when ice formed around Hitsugaya to create dragon features of ice to his body. He now had the wings, tail, and claws of a dragon.

"Sorry about this," Hitsugaya said. Then he lunged forward at ChromaStone.

ChromaStone reacted immediately. He knew one form that was too hot to handle. He touched the Ultimatrix symbol and transformed yet again.

"NRG!" he yelled out.

Hitsugaya's eyes widened. First a tiger, then a golem, and now some kind of armor. What was this being? Deciding to act first and ask questions later, Hitsugaya unleashed a wave of coldness, encasing NRG in a boulder of ice.

"Sorry," he said. "But my Zanpakuto is the strongest of the ice and snow Zanpakuto."

He then looked up to see that the others had all been recaptured by Luppi again while Yammy was battling Urahara. The one who originally attacked Urahara was nowhere to be seen. Quickly, Hitsugaya flew over to Luppi, freed his teammates, then used his powers to encase Luppi in a block of ice.

"Thank you, Taichou," Matsumoto said. "But what about the rock creature?"

"He's transformed again," Hitsugaya told her. "I froze him down below."

Yumichika looked down. "I don't think so," he replied.

Hitsugaya looked down. His eyes widened. NRG was standing there with his arms folded while looking up at Hitsugaya and the others.

"Wow," NRG said as he saw the frozen Luppi. "He beat him the same way I did."

Hitsugaya frowned. Somehow that creature had been able to escape his ice prison. But he had used so much power. And he hadn't even felt the creature use any reiatsu to free himself. What was going on here?

"We need to take him to Soul Society," Hitsugaya said. "Leave him to me."

He shot downward while NRG raised his fists for combat. Hitsugaya unleashed a wave of ice that encased half of NRG's body. Hitsugaya's victory was short lived when he saw NRG's armor start glowing red. The ice melted into a puddle at NRG's feet.

_So that's it. _Hitsugaya realized. _He hadn't busted free of my ice prison. He melted it. But…how? The temperatures needed to melt my ice would be extremely high. Too hot for any life to withstand. What are we up against?_

Hitsugaya tried to freeze NRG again, but NRG merely melted the ice. Frustrated, Hitsugaya unleashed a gigantic boulder of ice at his opponent. But just as the ice boulder came near him, NRG fired a blast of energy from the vent opening in his head piece. The energy stuck the ice boulder. Instead of exploding like everyone expected, the ice boulder melted. Hitsugaya grunted in frustration.

"I can't believe it," Matsumoto said. "My Taichou's powers. This guy's shaking them off like nothing."

Yumichika found himself sweating and it was not because of any heat. "This guy can fight toe to toe with a Captain. And he's not even an Arrancar."

Ikkaku, who overheard them, narrowed his eyes at NRG. "Then what exactly is he?"

The battle continued on. While Hitsugaya was the faster of the two, it did him little good here. No matter what he tried, his ice powers had no effect on NRG. They always got melted. Even some of his stronger moves could not contain that walking tin can for very long.

_I think I've seen enough to figure out what this guy is. _Hitsugaya thought as he did another futile ice attack. _Whoever this guy is, he's some kind of shape-shifter the likes of which no one has ever seen. Each form he uses has different names and powers. The first one, Rath, seemed a pure combat form, relying on animal instinct and brute force. The second, ChromaStone, had some kind of energy or light based powers. And no doubt its rock body makes it extremely durable._

_This form here, I believe it was called NRG, seems to have powers based around heat. He's making his armor so hot that he can melt my ice, as well as shooting beams of intense heat. As much as I'd hate to say it, I'm no use here. My powers are helpless against him in this form._

Hitsugaya then decided to use a sword attack. The blow was enough to send NRG flying. But when Hitsugaya got to where his foe had landed, he saw that NRG didn't even has a much as a dent on his body. Now that was impressive. What kind of armor could withstand the power of a Captain's Zanpakuto?

"We'll help you, Taichou!" Matsumoto yelled. She and Yumichika shot forward at NRG. Matsumoto tried to use her ash attack while Yumichika tried to cut NRG's armor with his blades. The ashes scattered harmlessly and Yumichika's blades all shattered upon contact. The two fighters looked at NRG in horror. He was taking anything they could throw at him. They only had one option left. Kido.

Matsumoto raised her hands to perform the spell, but NRG saw it coming. He fired a mild energy blast. It was low enough so it wouldn't be lethal, but it would sure pack a punch. Matsumoto quickly dodged out of the way and prepared to do the binding spell again.

But at that moment, an opening in the sky came. It was a Garaganta. Before NRG could say anything he was caught in a golden beam of light that formed some kind of cube around him. He noticed that Luppi, Yammy, and Wonderweiss were there as well.

"A Negacion!" Hitsugaya cried.

Ben remembered Tosen telling him about Negacion, which meant they were being called back to Hueco Mundo. But why? Were they done fighting? Did Aizen need them for something?

But NRG's thoughts were interrupted by Luppi yelling at Hitsugaya, vowing that the two of them would fight again and that he would make him suffer for it. So instead, NRG merely looked down at the four Shinigami next to him. They were looking up at him in wonder and confusion. NRG waited until they were back in the Garaganta before changing back to normal. In the excitement, he had failed to notice that Grimmjow was not among them.

Soon, they were back in Aizen's throne room. Aizen smiled at the four of them.

"Welcome back," He said to them. "How as your trip?"

"Tch," Luppi scoffed. "Ben got in the way."

Yammy laughed at Luppi. "Are you kidding?" he asked. "That Captain beat you in an instant while he couldn't even lay a scratch on Ben."

The other Esapda, who were present, began to talk amongst themselves. Ben had not only battled a Captain but came out unscathed?

"Is this true, Ben?" Aizen said, very interested. "You battled Captain Hitsugaya without a single wound."

"He did knock me for a loop once," Ben admitted. "But he had ice powers, so I simply used NRG on him."

Nnoitra hissed when he heard that name. NRG was the form that burned his back. He hated that form almost as much as Way Big.

"And you want to know what else?" Luppi asked everyone present. "He tried reasoning with the Shinigami."

Ben was aware that all the eyes in the room were definitely on him.

"Really?" Aizen asked as if amused.

"We don't need to kill them," Ben said. "That's not gonna help anyone. Countless people are just going to die unless we do something."

"Benjamin," Tosen said to him. "I understand you, but the Shinigami are far too corrupted and evil to reason with. It would be best if they were wiped out from existence."

"No!" Ben yelled. "No species deserves to be destroyed no matter how bad they seem."

"You would allow a world where evil existed, Benjamin?" Tosen asked. "Where innocent people will lose all they have while the wicked take anything they want."

"I'm not saying it's right," Ben pleaded. "But to wipe someone out from existence? That's what's really evil."

"What about us then, Ben Tennyson?" Zommari cried out. "The Shinigami persecute us for no reason! What right do they have?"

" They don't have a right, either!" Ben said sternly. "But if you just go around killing them, you'll be no different than they are."

A comment with a sting. Most of the Espada were outraged by Ben's comment. Finally, Baraggan snapped. He appeared in front of Ben and backhanded him, sending Ben crashing down the stairs of the throne room.

"How dare you speak such blasphemy?" Baraggan yelled. "You will be…"

But at that moment, Baraggan yelled in pain. He was clutching his now bleeding side. Harribel stood in front of the stairs. Her sword was unsheathed and pointed right at Baraggan. Baraggan's blood was dripping from her sword. Although her face was covered, all could see the raw fury in her eyes.

"I warned all of you to never harm any of my Fraccion," she said in a quiet voice that made you think of the calm before the storm. "That includes Ben."

"You would defend him?" Baraggan roared in outrage. "You would defend a worthless human?"

"He is not worthless, Baraggan," Harribel said coldly. "In fact, the only worthless one I see in this room is you."

Baraggan was past his breaking point. He was about to attack Harribel when suddenly he was blasted by a crushing power. Aizen was using his reiatsu.

"Baraggan," he said in a quiet voice similar to Harribel's own. "Harribel is not the only one who warned you not to harm Ben. I too made it clear that anyone who harmed him would be punished."

"He is a worthless human!" Baraggan roared, seemingly overcome with madness. "He doesn't deserve to exist!"

Aizen looked at Baraggan coldly. "Harribel. You may tend to Ben. I will deal with Baraggan."

Harribel bowed. "Thank you, Aizen-sama."

Harribel walked rapidly down the stairs, where Ben had gotten up and rubbed his head. His forehead was bleeding. And his body was slightly bruised and sore from falling down the stairs. While Ben had fallen down worse, both as his normal self or his aliens, it still hurt plenty.

"It's okay, Ben," Harribel said in a gentle voice, making Ben do a double take. "We're leaving."

* * *

Not saying anything, Ben followed Harribel out of the room. She led him down the hall and in almost an instant, they were at her chambers. They went inside where Harribel's Fraccion and Nel. At first, they were all excited to see Ben, but freaked out when they saw the blood.

"What happened?" Apache nearly shrieked.

"Who did it, Ben?" Mila-Rose asked, rubbing her hand gently on Ben's head. This action caused Apache, Sun-Sun, and Nel to glare at her.

"Baraggan," Harribel said coldly.

"That jerk!" Apache yelled. "He's just jealous cause Ben's better than he is."

"The old wuss never liked Ben from day one," Mila-Rose agreed.

"He didn't want to accept the fact that Ben is more valuable than he will ever be," Sun-Sun said.

Nel on the other hand, jumped up and grabbed Ben by the collar.

"Don't die, Ben!" she cried, while shaking Ben's head back and forward. "Please don't die!"

Ben groaned, the shaking giving him a headache. "I'm not gonna die, Nel," he reassured her. "Just a little sore that's all."

Nel looked up at Ben with what seemed to be a blush on her cheeks. "Tell Nel where it hurts." She said firmly.

Raising an eyebrow, Ben pointed to his bleeding forehead. Without warning, Nel jumped up and planted a big wet kiss on his forehead. Everyone, except Harribel, stared at Nel in shock.

"Kisses make everything better," Nel replied cutely.

Ben could only smile sheepishly as he patted Nel's head. If he had been paying attention, he would've know his Ultimatrix had always been giving a faint glow every time he was near or came in contact with Nel. But Ben wasn't paying attention, and so he didn't give it any mind.

"Um, Ben," Apache said. What surprised Ben was the fact that she actually sounded nervous.

"Er, yes?" he asked.

"Is there anywhere else that it hurts?"

Eyes wide, Ben slowly and nervously pointed to the one of his bruises. Apache bent forward and kissed the bruise gently. Now Ben's face was red and he felt frozen to the spot.

Suddenly, Mila-Rose leaped up, shoved Apache aside, and kissed another of Ben's bruises rather roughly. Ben felt that his brain had just shut down. But the worst was yet to come when Sun-Sun got up, slithered past Mila-Rose and grabbed Ben's head gently. She then brought her face slowly to Ben in an attempt to kiss his lips. Now Ben's eyes had widened to the limit and his face was red enough to resemble a tomato.

"Get away from him!" Nel yelled, head-butting Sun-Sun before she could kiss Ben. "You can't have Ben!"

"Oh, like you could?" Apache shot back.

Now it was official, Ben had just gone past his blushing limit.

"Girls," Harribel said sternly. "I do not appreciate you using Ben's injuries to take advantage of him. Such an act is shameful."

Gratefulness and relief radiated from Ben. Meanwhile, all four girls looked at the ground in shame.

"Sowy, Ben," Nel sniffed.

"That was wrong of us," Apache muttered.

"Completely inappropriate," Mila-Rose mumbled.

"Forgive us for our actions," Sun-Sun practically whispered. "We would never do anything to hurt you."

Needless to say, Ben was rather speechless. He had not seen this coming at all.

"Girls," Harribel said. "Ben needs rest and recovery. I believe it will be best if all of you leave."

Hanging their heads in shame, the four girls gave one last apology to Ben before they left the room quietly. After they had gone, Harribel set Ben down on one of the beds gently.

"I am sorry for my Fraccion's behavior," she told him softly. She could see that he was still rather embarrassed by the whole thing.

"It's okay," Ben managed to mumble. After a while, his blush left and he felt himself able to relax. Harribel left and returned shortly with medical supplies. She began tending to Ben's wounds. Then came the embarrassing part when Harribel asked him to remove his shirt. But Harribel did nothing to try and take advantage of Ben. But personally, Harribel didn't mind the close contact with Ben at all.

But Ben and Harribel were aware that they were being watched. They looked at the door to see Nel peaking. She was glaring at Harribel for touching Ben like that.

Ben sighed. There was no way out of this. "Okay, Nel," he said. "You can come in."

No sooner had he said that did Nel dashed into the room, leap onto the bed, and put her arms around Ben as best she could. She was still glaring at Harribel.

"Ben's Nel's," she said firmly to Harribel. "You can't have him."

Ben groaned and rolled his eyes. He knew little sisters could get jealous at times, but this was taking it a little too far.

* * *

**Meanwhile in Soul Society…**

Yamamoto, Captain of Squad 1 and the man in charge of the Gotei 13, all looked at his fellow captains, whom he had called together to discuss a very important matter.

"Captain Hitsugaya has given me his latest report," he told his fellow captains. "It seems Aizen has gained a new and mysterious ally."

The captains found themselves paying close attention to Yamamoto's words.

"This ally is confirmed not to be an Arrancar or Hollow, for Hitsugaya's team did not sense any reiatsu of those kind leaking from him. This new being is some kind of shape-shifter, who has displayed multiple forms and different powers for each form. This being was able to hold off Hitsugaya's entire team all by himself."

Now this really got everybody's attention. One being that could hold off a Captain, a lieutenant, and the two top fighters in Squad 11?

"While the creature only displayed three forms in the battle today, Hitsugaya has considered the possibility of the creature having far more forms."

Kenpachi Zaraki, Captain of Squad 11 grinned. He was a mountain of a man with his hair braided into spikes. An eye patch covering one of his eyes.

"Sounds like fun," he said. "I need to get to Hueco Mundo."

SoiFon, captain of Squad 2, a woman with short black hair scoffed. "You're always off to go and some pointless fight, aren't you, Zaraki?"

Mayuri Kurotsuchi, captain of Squad 12, smiled. "I say we should go to Hueco Mundo right now. This new creature would make an excellent test subject."

"But what really interested me," Yamamoto continued. "Was what else Hitsugaya told me."

Everyone stopped talking to listen to their leader.

"According to Hitsugaya and his team," Yamamoto went on. "The creature displayed extreme reluctance to do any serious damage to the Shinigami and even prevented his Espada companions from killing anyone. In fact, the creature seemed intent on reasoning with us."

SoiFon scoffed again. "It's obviously a trick by Aizen to make us lower our guard."

Ukitake, the white haired captain of Squad 13, spoke now. "Maybe not. For all we know, there are some on Aizen's side who actually disagree with the war."

"Highly unlikely," Yamamoto stated.

Captain Kyoraku, Ukitake's best friend and Captain of Squad 8, disagreed. "There is always a possibility." He admitted.

"I don't care whose side he's on," Zaraki said. "I just care whether or not he's good in a fight."

"I'm personally looking forward to experimenting on him," Kurotsuchi said with glee.

Soon, the meeting had turned into more of a debate. Everyone was arguing which course of action to take, when a new voice spoke up.

"Excuse me, but perhaps I could be of some assistance."

Everyone turned to see someone new standing in the room. From his strange clothing, they could tell he was not from Soul Society. But what really shocked them was the fact that they hadn't even sensed him coming. They all went into fighting stances.

"Who are you?" SoiFon asked.

"Ah, typical SoiFon," the man said. "Always ready to fight, but still with a calculating mind. That takes me back. For is it forward? It's so hard to tell sometimes."

SoiFon was utterly baffled. "What? How do you know my name?"

"Good question," the man said to her. "Not the one we need to focus on. As for my name, call me Professor Paradox."

* * *

**Las Noches, Hueco Mundo…**

Ben had finally recovered. All his friends were relieved. They still felt guilty about being so forward with Ben, but he forgave them. This made Nel and Harribel's Fraccion extremely relieved. Afterwards, Ben decided to take a nap.

He wasn't sure what time it was when he woke up. But then again, he never knew what time it was in Hueco Mundo. He felt something clutching onto him and saw that Nel had fallen asleep beside him. Quietly and gently, he lifted Nel off him and put down gently on the bed. He could see her little hand reaching out as if seeking him. She grabbed the blanket and brought it closer to her. Ben could also hear her murmur his name in her sleep. Smiling down at her, Ben rubbed her head gently. Then he quietly left the room.

Walking down the hallways, Ben noticed one of the doors opening. Walking out of the room was none other than Ulquiorra. Raising an eyebrow, Ben walked over to greet the 4th Espada, but Ulquiorra did not give any acknowledgement to Ben's existence and continued walking. Deciding not to bother with him, Ben instead was curious about the door that Ulquiorra had just left. Was it Ulquiorra's room? In case it wasn't, Ben knocked on the door. Silence. Curious, Ben opened the door.

Inside the room was particularly plain. It had accommodations similar to his old room before he moved in with Harribel's Fraccion. But then he saw somebody in the room. It was a girl with orange hair and wearing some kind of school uniform gazing up at the moon through the window. Apparently she hadn't noticed him coming in.

"Er," Ben said. "Hello?"

The girl gave a little yelp, jumped, and turned around. Her eyes were filled with fright. But when she saw Ben, her eyes went wide with amazement. Ben's own eyes widened. This girl was a human. An actual human.

Ben scratched his head. "Sorry about that, didn't mean to startle you."

The girl simply stared at Ben, her mouth slightly open. It was as if thought Ben wasn't real. Slowly, the girl walked over to Ben and started pulling on his cheeks.

"Ow!" Ben yelled, causing the girl to jump backwards and cover her mouth as if she was trying to fight back a scream.

"You…you're real," she breathed.

"Sure I'm real," Ben told her. Then he smiled. "This is awesome! I had no idea there was another human here."

"Well," the girl said shyly. "I just got here."

This got Ben's attention. "How did you get here?" he asked.

"I was brought here," the girl explained. "I was told that my powers were needed, so I came. But I had no idea that I would get to see another human again."

Ben smiled at her. "Don't worry. I'm human, alright." He held out his hand. "My name's Ben Tennyson."

The girl smiled as she shook Ben's hand and bowed politely.

"Please to meet you, Tennyson-kun. My name's Inoue Orihime."

**End of Chapter**


	7. Everything else is a Paradox

Disclaimer: Ben 10 and Bleach do not belong to me. You have no idea how badly I wish they were.

This chapter isn't very long, I know. I just decided to go ahead and get this out of the way first. But don't worry; the next chapter is way better. I promise you that. Especially since the Ben and Nel pairing is gonna start getting good in the next chapter.

Everything else is a Paradox

**Soul Society…**

Yamamoto sat down in thought as he contemplated the recent events that had occurred. First off, Hitsugaya had told him about some kind of shape-shifting being that was able to fight off all the reinforcements that Soul Society had sent. Then, a mysterious man had suddenly appeared.

_Flashback…_

"As for my name, call me Professor Paradox" the man had told all the captains present.

Needless to say, this man was a baffling sight. He had clothes from the living world and spoke with some kind of accent. But everyone had difficulty sensing any reiatsu from the strange and cheerful man in front of them.

Captain Byakuya Kuchiki, captain of Squad 6, a tall and rather cold man was the first to speak. "Why are you here?" he asked in that emotionless tone of his.

"Ah, Byakuya," the man called Paradox said with a smile. "Always straight to the point as usual. I should think it's rather obvious as to why I'm here. I'm here to help end the war between Soul Society and Hueco Mundo."

The captains all looked at each other and then back at this Paradox person. They had already deduced that he wasn't from Soul Society. So how in the world could he know about Hueco Mundo and the war?

"I understand that all of this might be hard to believe," Paradox said. "But given the circumstances, it would be in our best interests to work together.

Captain Kurotsuchi scoffed. "And what could a measly person like you possibly do?"

Paradox laughed. "Same old Kurotsuchi. You're even more like yourself than when I met you later. Always seeing everything as a test subject, including yourself. Though I must say, I don't quite approve of your mistreatment of poor Nemu."

Kurotsuchi's eyes narrowed. This man apparently knew quite a lot. Too much for some random nobody to possess. He was also aware of the looks that some of the other captains were now giving him before looking back at Paradox.

A woman with a motherly appearance and long hair down the front of her body in long braid smiled at Paradox. Unlike the others, she could tell that this man had no evil intentions. While the man was strange, there was something about him that made you believe his words. "Any help to end this war would be very appreciated, Paradox-san." She said in that motherly tone of hers.

Paradox bowed in respect. "Thank you, Captain Unohana. You were always such a kind hearted soul willing to take care of others in need. Out of all the captains, you were one of my favorites."

Unohana smiled again. "That's very sweet of you to say, Paradox-san."

"Enough with this nonsense," Byakuya interrupted. He glared at Paradox. "You seem to know quite a lot about us. But if you have come to waste our time, I suggest you leave."

"Oh I'm not here to waste your time, Byakuya," Paradox replied. "But it doesn't hurt to be polite." He reached into a brown bag that he suddenly had out and pulled out a little red sphere. "Gumball?"

"No," Byakuya said flatly. The other captains were offered gumballs but they all refused. Some, like Unohana, Ukitake, and Kyoraku turned him down politely. Others, like SoiFon, Kurotsuchi, and Zaraki, were rather rude about it.

"Suit yourselves," Paradox shrugged, putting one into his mouth. "They always calm me down whenever something's on my mind. But now it's time to focus on the matter at hand. I believe that your Captain Hitsugaya has just run into a unique individual. Shape-shifting being? Different powers for each form? Has a green symbol on each of his forms' chests?"

That last question got Yamamoto's attention. Sure enough, Hitsugaya had mentioned a green symbol that always appeared on the chest of each form. But Yamamoto hadn't mentioned that information to even his fellow captains.

"You seem to know a lot about this creature," SoiFon observed.

"Of course I do," Paradox replied to her. "He is actually a 16 year old human who goes by the name of Ben Tennyson."

"Ben Tennyson?" asked the massive wolf-man Komamura.

"A human?" SoiFon asked skepticism obvious in her voice. "Is this some kind of joke?"

"It's not a joke, SoiFon," Paradox said. "Though I have acquired quite an extensive knowledge of jokes in my time."

"Then how was this boy able to become all of those creatures that Hitsugaya mentioned?" Yamamoto asked, ignoring Paradox's last statement.

"Ben wields a powerful device called the Ultimatrix," Paradox explained. "Which grants him the power of over one million different forms."

All the captains' eyes widened. Over one million different forms?

"Of course," Paradox continued. "At the moment, he can't even access half of them. Right now I'd say he only has access to around 20 or so."

Zaraki grinned at this. "You don't say?" he asked with interest. Now he really wanted to fight this Ben Tennyson kid.

Kurotsuchi on the other hand had gone into a fantasy about doing all sorts of experiment on such a being. Now **he **wanted to get to Hueco Mundo as soon as possible.

"I do not know what game you are playing, Paradox," Byakuya said, his eyes narrowed. "But if you value your life, I suggest that you do not lie to us."

"You're Shinigami for goodness sake," Paradox said abruptly. "Beings that by all accounts shouldn't even exist. And yet **you **of all people doubt my words? Besides, your fellow captain had the privilege of meeting some of those forms. And in battle nonetheless."

"He cannot have that many forms," Yamamoto said as if by his words alone he could make it true.

"Oh I doubt that very much," Paradox told him with a smile. "When you get to be 100,000 years old like I am, nothing's impossible."

Everyone's jaws dropped as soon as Paradox mentioned his age. 100,000 years old? That was the same age, if not older, as Yamamoto himself!

"Now we know you are lying," SoiFon said, reaching for her Zanpakuto. "There is no way you could be that old."

"If I was lying," Paradox pointed out. "Do you think I would go through the trouble to tell such an obvious one?"

"He does have a point," Kyoraku admitted.

"But how can you be so old?" Yamamoto asked. As much as he wouldn't admit it, the old man actually believed some of Paradox's words.

"That is quite a long story," Paradox answered. "But I will try to give you the short version. Fifty years ago, Earth's time, I was working on an experiment to create a hole in the time-space continuum. Unfortunately, my assistant Hugo had a little panic attack. In his fright, he accidentally smashed the controls in that kept my experiment stable. I was flung into the Event Horizon. Once I was in, I didn't need to eat, sleep, or drink, just exist. I remained like that for 100,000 years."

All of the captains, even Yamamoto, shivered at Paradox's words. To merely exist and do nothing else for 100,000 years was the worst kind of torture imaginable.

"Wait one minute," Kurotsuchi interrupted. "If we are to believe that this story is actually true, he told us that he had done this experiment fifty years ago. If so, how is he 100,000 years old?"

"I was just getting to that, before I was so rudely interrupted," Paradox said while raising an annoyed eyebrow at Kurotsuchi. "Anyway, over the years I had gone completely mad. But after a few millennia, I got bored with madness and became very sane. So, I began to learn. I know have complete understanding of the time-space continuum. This allows me to go to any_where _or any_when _I want. Within reason of course."

SoiFon frowned. "This story is too far-fetched. I don't believe you."

"I fail to see what he would gain from lying," Ukitake told his fellow captain. "If such a story was false, what good would come out of deceiving us with his story?"

"It has to be one of Aizen's tricks," SoiFon replied. "Giving us hope of going back in time to prevent his betrayal from ever happening. Then we lose our guard and become easy prey for Aizen and his Espada."

"My dear SoiFon," Paradox spoke now. "Aizen's deception had all of you fooled for more than one hundred years. Do you honestly think that he of all people would create such an obvious trick as a time traveler?"

This man's words were making everyone uncomfortable. They didn't like to be reminded of how they had been so easily fooled by Aizen.

"I expected as much," Paradox smiled. "You always were such a cautious one, SoiFon. It is an excellent trait, mind you. But it eventually causes you to start doubting everyone around you."

SoiFon frowned at the man. He seemed to have no proper respect for her.

"But since you still doubt me," Paradox said with a smile. "Then it would seem that I have no choice but to prove myself."

He reached into his pocket and pulled out a rather large pocket watch. He smiled at the captains.

"Let's turn back the clock to where everything started out for me," he told them.

He opened the pocket watch and a blue light shined. At first, everyone was blinded by the light. Once they could see again, they found themselves in some kind of settlement that was obviously from the world of the living. It looked like a cross between an Earth army base and a town. Needless to say, all of the captains were utterly speechless.

"Where are we?" Yamamoto demanded immediately.

"We are in Las Soledad," Paradox explained. "An old army base that was created solely for my time experiments. Right now, we are in Las Soledad around fifty years ago, when I was committing my experiment to travel through time. The experiment that launched me into the Event Horizon. Follow me if you will."

The Gotei 13 were speechless. Had they really been taken 50 years in the world of the living in almost an instant? And if that was true, it meant that the man before them had greater power over time and space then they originally thought.

"Not possible," Yamamoto breathed.

"Correction," Paradox corrected. "Not probable. Coming?"

With that, Professor Paradox began walking in some sort of direction. Lost, confused, and completely clueless, the Shinigami Captains had no choice but to follow this bizarre man. He led them to one of the larger buildings and opened the door.

"Go on, in," he told them. "I shouldn't be able to see you yet."

The captains stared at him.

"My past self is in there," Paradox explained. "While I might be able to see you now, it is because of my experience in the Event Horizon. I am certain that my past self should not be able to see you."

A bit uncertain, the captains all entered the building. Kurotsuchi's eyes lit up when he realized that they had entered some kind of lab.

"Sure this thing is gonna work?" they heard a man asked. "Your time machine has cost the U.S. government a pretty penny, doctor."

The captains turned to see a group of people standing amongst some sort of shield screening that showed into another room. The man who asked the question was an elderly man wearing some kind of military uniform. In the other room was much high tech machinery that was attached to some sort of rock that had been sculpted into a giant O. Fiddling at some of the technology was…Professor Paradox!

"The Chrono-logger is hardly a time machine," this other Paradox said. "In the sense of a vehicle. But rather a subatomic drill designed to bore a hole in the fabric of space time." This second Paradox then looked at the uniformed man. "As to cost, I think the untold alleviation of human suffering throughout history is ample justification, General."

The general looked at his men. "It'll also give our red buddies overseas a thing or two to think about." He whispered to them before donning a pair of goggles that his men were all wearing.

"But to answer your first question," the second Paradox said. "There is only one way to find out." He donned his own pair of goggles and activated a lever attached to some of the equipment.

The machinery gave a rumbling noise as it started to power up. Suddenly a light began to form in the giant O of rock's center. The Gotei 13's eyes all widened as they saw the light take shape into some kind of hole. Like the entrance to a tunnel.

The doctor's assistant, a young man with blond hair wearing similar attire to Paradox, looked at him.

"Are you sure we're safe, doctor?" the young man asked nervously.

The second Paradox, who was staring at the tunnel hole, tilted his head to look at his assistant. "I'm not certain of anything, Hugo. But the chrono-magnetic field we've generated should protect us."

The Gotei 13 had to admit that the second Paradox had the same confidence as the one they had met. The machine was rumbling, the tunnel like hole was glowing brighter, and all of the lighter objects were rattling as if threatening to fly right into the light.

"Doctor," Hugo said nervously. "I…I'm frightened."

The second Paradox pulled out a brown bag. "Have a gumball. It'll calm your nerves."

Meanwhile, the light was glowing brighter. Hugo began backing away while the second Paradox just smiled at the sight in front of him. But the Gotei 13 notice Hugo stumble and crash into the controls. Sparks flew from the now destroyed machine. That's when everything started going crazy. The light had formed into a vortex and started to such things into it. But the machinery, instead of being completely pulled in, started to stretch as if they had been turned to rubber. The second Paradox tried to get away, but got sweeped up by the force. The last the Gotei 13 saw was the second Paradox falling into the vortex when they were engulfed by a blue light. When the light had vanished, they were back in the meeting room of Soul Society. They all turned to see Paradox smiling at them.

"Now you know," he said to them.

"Incredible," Kurotsuchi breathed. "Such technology. Such possibilities. Pity that oaf of an assistant had to ruin everything."

"Oh it's not so bad," Paradox told him. "Crisscrossing in and out of the team stream is actually rather enjoyable . Once you get used to it."

The other captains were in complete and utter silence. This man truly was an immortal time traveler. He was beyond anything they could've imagined.

"It seems you were telling the truth," SoiFon said quietly.

"No harm done," Paradox reassured her. "It's only natural for you to be cautious.

And if he was telling the truth about himself," Ukitake commented. "Then it would be safe to assume that this Ben Tennyson that he was talking about is real."

Paradox actually laughed at this. "Believe me," he said. "No one is more real than young Ben."

"So you have proven that you were telling the truth," Yamamoto said. "So tell us why you have decided to become involved with our war?"

"I'm a time traveling hero," Paradox said. "How could I **not **get involved? Besides, this war is vital to the existence of humanity as well. I knew that I alone could not turn the tide. But I did know someone who could help me and you as well."

"Komamura raised an eyebrow at Paradox. "You mean this Ben Tennyson child?"

"Exactly," Paradox told him. "I personally sent Ben to Hueco Mundo myself. By now, Aizen has gained full interest in Ben's forms and has recruited him into his army."

Yamamoto raised an eyebrow. "An inside man?" he asked interestedly.

Now even SoiFon's interest was piqued. Maybe this Paradox man wasn't as foolish as he seemed.

"In a way, yes," Paradox agreed. "But out of all the allies I know, I chose Ben for a far better reason that his Ultimatrix. I chose Ben because of the type of person he is."

Everyone looked at each other in confusion before looking at Paradox again.

"You see," he explained. "Ben is the type of person who can bring out the good in a lot of people, even if they are his sworn enemies. He knows right from wrong and will not hesitate to help any person in need. It was those qualities that convinced me that Ben would be able to turn the tide."

"I fail to see how," Byakuya said. "By all accounts in sounds like this boy would help the Espada instead of killing them."

"Exactly!" Paradox said with a great big smile. "And that's how Ben's going to turn the tide."

"What nonsense is this?" Kurotsuchi asked. Some of the other captains also had doubt on their faces.

"Kindness, compassion, humanity," Paradox explained. "Things that the Arrancar have never experienced. Especially not from someone like Aizen. Ben is the type of person who would help anyone regardless. Soon, Ben's actions will cause the Arrancar to start doubting Aizen's rule and learn that not all of their so called enemies are bad. Eventually they will see that Aizen is wrong and take Ben's side against him. This will not only weaken Aizen's forces but increase your own as well."

"You are deluded," SoiFon said firmly. "They are a threat to us and must be eliminated."

"Well," Paradox glared at her. "That's rather prejudice, don't you think?"

And Paradox wasn't alone in this. Ukitake, Kyoraku, and Unohana personally agreed with the time traveler.

"Maybe this Ben can turn some of the Arrancar against Aizen," Ukitake suggested. "It would be a great help to us."

"And anyone against Aizen would surely be a friend of ours," Kyoraku agreed.

"We cannot afford to take chances," Yamamoto replied bluntly. "I highly doubt that the Arrancar will betray Aizen."

"That, Yamamoto," Paradox said, extremely annoyed.. "Is because you always assume you know everything about a person and never give them the benefit of a doubt. And forgive me for saying this, but it's that **stupidity** that allowed Aizen to deceive you for all those years."

Yamamoto was furious and began to pour out his spiritual pressure. But much to the shock of everyone in the room, Paradox wasn't even affected. Instead, Paradox was now looking at Yamamoto with an extremely bored expression.

"I have spent 100,000 years in the Event Horizon," the Professor said in a quiet, nearly emotionless voice." I existed in there, unable to enjoy food, drink, sleep, or be capable of doing anything. To me, that is the worst possible Hell imaginable. Do you honestly think that even **your** spiritual pressure could ever compare to what I had to endure?"

Now fear and admiration for Professor Paradox filled the captains. Even Yamamoto himself felt a bit unease by this man. If man he could still be called.

"What do you want?" Yamamoto asked finally.

At this, Paradox relaxed. "All I'm asking is for you to have faith in Ben and give him a little time. Already he has caused doubt to fill several Arrancar."

"You know this?" Komamura asked. "How?"

"I exist outside of time and space," Paradox told him with a small hint of smugness. "Not even Aizen can detect me. I've been slipping out of Hueco Mundo completely unnoticed for quite some time now to check on Ben's progress. And I must say, he's doing wonderfully. He's actually managed to win over the third most powerful Espada."

The captains all looked at Paradox, and found themselves feeling impressed at this Ben Tennyson kid.

"Tia Harribel," Paradox continued. "And I've noticed that she's been giving him the eye."

Kyoraku laughed. "A woman? Wow. This 16 year kid old managed to woo one of Aizen's most powerful females? Is she beautiful?"

At once, Paradox had a faint blush on his face. "It…it's not really my place to say." He said, clearly embarrassed.

Kyoraku grinned. That was a yes if he ever saw one. "Wow, this kid **is **good. Think he could give me some tips?"

"This isn't a game," Byakuya said. He looked at Paradox. "When the time comes, can we count on this Ben Tennyson?"

Paradox smiled at Byakuya's emotionless look and never backed away. "Believe me," the time traveler said. "Ben is more than capable of handling anything."

Yamamoto was silent for a moment. After he considered his options, he finally spoke. "Very well, Paradox. We shall wait for now. But if you and this Ben Tennyson betray us in any way, you shall be severely punished."

Paradox now flashed his smile at Yamamoto. "Forgive me for not being intimidated, Captain General. But I receive death threats throughout all time. Now, would anyone like a gumball?

**End of flashback…**

Yamamoto felt as if things were out of his hands. He was entrusting the fate of everyone to a man he didn't know and a boy he had never heard of. This was unthinkable. But that man Paradox had clearly shown that he was telling the truth and was more than capable of backing up his words.

What bothered the General Captain the most was the fact that Paradox had been immune to his spiritual pressure. According to Paradox, his time in the event horizon was responsible for that as well. The full extent of the man's powers were not known, but with full knowledge of the space-time continuum, the possibilities were endless.

Then came another incident that had just been recently reported to him. The human known as Orihime Inoue had gone to Hueco Mundo. No one was sure why, but Yamamoto knew that the lives of millions were far more valuable than the life of a possible traitor. He had Hitsugaya's squad return to Soul Society. There, they met Professor Paradox and were filled in about him. He told them about Ben and the Ultimatrix. Needless to say, the young captain and the other warriors were left speechless.

But the worst was yet to come. Two of the Shinigami, Renji and Rukia had disappeared. It was obvious that they were going to Hueco Mundo to rescue Orihime. It angered him that they would do this. Paradox on the other hand said they had made the right decision. That man was possibly the only one who could get under the Captain General's skin. Something that made all the other captains respect Professor Paradox.

"It's time now," Paradox told him. "They will encounter with the boy named Ichigo Kurosaki and his companions to rescue Orihime. Soon, they will come in contact with Ben. Then Ben will finally learn the truth about Aizen. New sides will be taken and this war just might go more in our favor."

"You truly believe that this boy can really turn the tide?" Yamamoto asked one final time.

Paradox grinned. "I'm not certain of anything, Captain General. This is when faith is the only thing we have left. But if anyone can do it, it's Ben and Ichigo. Together, those two will be an unstoppable force."

Yamamoto looked at the ground in thought. "You'd better be right about this, Paradox." He said.

"Oh I am," Paradox said. "Though I think Ben's going to be in for a surprise when he learns the truth about his good friend Nel." he chucked. "**Very **Surprised."

**Hueco Mundo…**

Aizen had called a meeting. There were intruders. Just recently, he had sent Ulquiorra to retrieve the girl known as Orihime. Her healing powers were actually a unique ability to reject fate. She had demonstrated her powers when she healed Grimmjow's lost arm. He then killed Luppi and regained his position as the 6th Espada.

But now, Ichigo Kurosaki and his friends Yatsutora Sado and Uryu Ishida had come to Hueco Mundo to rescue Orihime. Most of the Espada weren't bothered by the three intruders. But there was one thing on their mind.

"What about Ben?" Szayel asked. "Should he encounter these intruders, he will no doubt turn against us."

"Should we kill him so that he doesn't betray us?" Nnoitra asked, his face clearly showing eagerness to do such a thing. Harribel wished nothing more than for the wretched fifth Espada to just drop dead.

"You would like that, wouldn't you, Nnoitra?" Aizen asked with a smile. "But I'm afraid that Ben is far too valuable to eliminate at the moment."

Baraggan, who had been harshly punished by Aizen for attacking Ben, did not say a thing on the subject.

"Will the kid really betray us?" Yammy asked.

"Yes," Ulquiorra suddenly said. "I have studied him long enough to realize that he cannot be won over easily. His beliefs are practically burned into his very core. Should we commit something that he sees as deplorable, he will turn against us."

"Then it's rather obvious," Szayel said. "Prevent Ben from meeting that Shinigami and his pals at all costs."

"Good luck doing that," Grimmjow muttered. "The kid's not gonna just lie around and do nothing. He's gonna figure out something's up."

"Maybe those girls of yours can keep Ben busy," Nnoitra suggested to Harribel, giving her a lewd look. "I'm sure they can keep Ben _entertained._"

Disgust filled Harribel as she turned away from looking at him.

"Harribel," Aizen called out to her.

"Yes, Aizen-sama?"

"I want you to return to your chambers and make sure that Ben does not leave them under any conditions. He is also not to see Orihime for any reason. Is that understood?"

Harribel replied instantly. "I understand, Aizen-sama."

"Oh," Nnoitra leered. "Gonna have Ben all to yourself? Just couldn't control your desires whenever he's around, eh?"

Harribel ignored him yet again, but found herself wishing that Way Big could've at least smashed Nnoitra's jaw bone when he had pounded him.

Soon, the Espada were dismissed and sent back to their chambers. As she walked down the hallway, Harribel felt a great unease. It had been there for some time now, but now it had grown considerably. Harribel instantly recognized the feeling as guilt. She was feeling guilty for deceiving Ben like this. She could already tell that he was a sweet When Harribel reached her chambers, she found Apache, Mila-Rose, and Sun-Sun sitting and talking to each other.

"Hello, Harribel-sama," Apache said when she and the other girls saw their leader walk in. They all bowed in respect to her.

"Where are Ben and Nel?" Harribel asked, instantly noticing that the two were absent.

"They went to go see that Orihime girl," Mila-Rose responded.

Harribel immediately left the room. Orihime's room. That's where Ulquiorra had been sent. Harribel did not want to think about what would happen if he and Ben were to encounter each other in this situation. But Harribel did have one thought in her head as she headed for Orihime's room.

_Ulquiorra._ She thought. _If you harm Ben in anyway, I will make you suffer._

Harribel knew that she would harm anyone who hurt her Fraccion. But the feelings that were inside of her were something beyond what she felt for her Fraccion. It was an emotion that she never thought she could feel. But the wielder of the Omnitrix had changed all of that. There was only one explanation.

_I am in love with Ben Tennyson._

**Elsewhere in Las Noches…**

As for Ben, he was carrying Nel to Orihime's room so they could meet her. But Ben was having a bit of difficulty. Nel was clutching onto his waist tightly.

"Ben is Nel's," she whined. "Nobody can have you."

Ben let out a groan. Trying to control himself, he managed to pry Nel from him.

"Nel," he sighed. "You really need to calm down."

Nel looked at Ben. "But Nel doesn't want to lose Ben."

Ben laughed. "Like you'd ever lose me." He said, giving her a big hug. Nel giggled as she returned the hug.

"Nel loves Ben," she murmured cutely.

"Well, well," an all too familiar voice said. "Look what we've got here."

Ben and Nel turned to see Nnoitra standing in front of them. That repulsive smirk was on his face.

"Hello, Ben," Nnoitra said. "I got better. Now I'm ready to put you through the same stuff you did to me."

Ben snarled, gently put Nel down, and got ready to activate his Ultimatrix. But suddenly something grabbed Ben from behind, pinning his arms behind him so he couldn't activate his Ultimatrix. Turning his head, he saw that he was being grabbed by a man with brown hair and an eye patch over one of his eyes. It was Nnoitra's Fraccion, Tesla.

Nnoitra sneered. "You're pretty helpless without your little gizmo aren't you, Ben?"

Ben said nothing, merely looking up at Nnoitra in anger. But Nnoitra instead turned his attention to Nel, who trying to hide from view and trembling terribly.

Ben saw where Nnoitra was looking. "Leave her alone!" he yelled angrily.

Nnoitra responded by slamming his fist into Ben's gut. Ben doubled over in pain as blood shot out of his mouth.

"Shut up!" Nnoitra said. "You don't know how long I've been waiting to do that."

"Ben!" Nel cried, trying to hold Ben. But she froze when she saw that Nnoitra was looking down at her again.

"Well," he said. "I never thought I'd see you again. Nelliel Tu Odelschwanck."

Despite the pain he was in, Ben slowly turned his head to look at Nnoitra in confusion. "What?" he asked.

"That's right," Nnoitra said with a laugh. "You didn't know, did you? Well, Ben. I would like you to meet Nelliel Tu Odelschwanck. The former third Espada!"

**End of chapter**

**Next time**

**Nel's Secret Revealed: Nnoitra and the wrath of Ben 10!**


	8. Nel's Secret Revealed

Disclaimer: Bleach and Ben 10 do not belong to me.

**Hello everyone. In this chapter, some of Ben's minor spiritual powers start to show. But trust me, you're in for a real treat in the next chapter. That's when some of Ben's **_**real **_**power starts to kick in.**

**Also, there won't be much romance in this chapter. But it will get better in the next one.**

Nel's Secret Revealed: Nnoitra and the wrath of Ben 10

Harribel froze when she could no longer feel Ben's reiatsu. Could it be that Ben...? No. She refused to believe that Ben was dead.

Did Ben meet up with the boy named Ichigo Kurosaki? No, last time she checked, they were encountering the Privaron Espada, and the girl named Orihime was still in her chambers. So what was going on?

With no other choice, Harribel went straight to Aizen. After she told him the situation, he replied:

"I am already aware. It is of no importance to you."

Harribel found herself utterly speechless at Aizen's statement. How could he say about Ben? Unless…Aizen was involved in Ben's disappearance!

"It is clear that once Ben encounters Ichigo and his friends," Aizen went on. "He will join up with them. And Ben's powers are far too unpredictable and too diverse to let Soul Society have."

Anger slowly started to build up within Harribel. How could Aizen allow that to happen to her own Fraccion? Ben only had the best interests of everyone at heart. He was nothing like the Shinigami. Aizen had no reason to harm Ben in any way.

"I know you are mad, Harribel," Aizen said, looking at her. "It is rather surprising that you of all people would have such emotions. But I know the cause of this unexpected development. For Ben has done the impossible. He has won you over. That boy deserves more credit than he is given,"

Harribel felt as if she had been stabbed through. So now the truth came out. Aizen never cared about any of them.

Aizen smiled at her. "I know you desire him, Harribel. That you would do anything for him. Possibly even betray me for him. Ben Tennyson is worthy of my respect."

Harribel felt completely betrayed. She wanted nothing more than to cut this man down where he stood. But it seemed Aizen was able to predict what she wanted to do, because suddenly she found herself brought down to her knees by Aizen's spiritual pressure. Despite her efforts, Harribel could not get up.

"Your loyalty was once to me, Harribel. Now it has moved on. I hold that boy's life in my hands. If you treasure him so much, you will continue to obey me. Defy me, and I will make sure that he suffers for your disobedience."

Harribel knew that she was in check mate. If she tried to do anything, Ben would suffer for her. And she couldn't let anything happen to Ben.

"I will serve you," Harribel said in her bass tone. But inside, all she could feel was defeat.

Aizen smiled as he got up, lowering his spiritual pressure as he did so. As Harribel got up, Aizen walked over to her and tilted her chin so that she would look at him.

"Ben is rather lucky," he said bringing his face dangerously close to hers. "You are quite beautiful, Harribel."

Harribel looked at the man she once respected above all others, but now she was felt nothing but disgust. With no other choice, she left the room. And no sooner had she left did Ulquiorra enter.

"Ben Tennyson truly amazes me," Ulquiorra said in that emotionless tone of his.

"Doesn't he?" Aizen agreed. "He has managed to turn my 3rd Espada against me."

"Nonetheless," Ulquiorra continued. "How was he able to do it? His powers? His resourcefulness?"

Aizen smiled at Ulquiorra. "No, Ulquiorra. Harribel has fallen in love with Ben."

"Love?" Ulquiorra asked. "A mere human emotion? I am disappointed in Harribel. She was the only one of my fellow Espada who I truly respected. She was not the type to allow something as worthless as love to affect her."

"But the fact that Ben was able to turn her against me is by no means a small feat," Aizen went on. "You were correct is assuming that Ben is a great threat. In more ways than one."

"What do you intend to do with him?" Ulquiorra asked.

"Szayel came to me with a promising proposition," Aizen said to him. "I still have a use for Ben Tennyson."

* * *

"He can't do that!" Apache yelled.

Harribel had returned to her chambers and told her Fraccion about the recent events.

"Why would Aizen-sama allow this?" Mila-Rose asked. "Ben has done nothing wrong."

"Aizen has made it clear that we truly are nothing of importance to him," Harribel said quietly, but the anger still burning within her core. "He sees us as nothing more than tools to achieve his own end."

Sun-Sun looked at the ground. "Ben never treated us like that." She said quietly. "Ben always cared about us."

It was rather strange. Arrancar often saw emotions as weakness. Ulquiorra was the biggest follower of such a concept. But that was probably because nobody bothered to show compassion to each other in Hueco Mundo. It was a kill or be killed land. And that all changed once Ben had shown up. His compassion and willingness to help others had a major effect. How could Aizen allow anything bad to happen to a person who saw Arrancar as more than just monsters?

"Harribel-sama," Apache said quietly. "Does this mean…"

Harribel nodded. "I must find Ben." She said. "We need to get him out of here."

"But if Aizen-sama finds out," Mila-Rose tried to point out.

"I do not care what Aizen does to me now," Harribel stated firmly. "Even if I am to die, I will die content knowing that Ben is safe."

Her three Fraccion looked at each other and then back at Harribel.

"We will help you, Harribel-sama," they said firmly. "We will do anything for Ben."

"Now," Apache said. "We just need to find Ben. I just hope he's all right."

* * *

Ben spat out more blood as Nnoitra's fist smashed into his face.

"Stop it!" Nel cried. "Leave Ben alone!"

After Nnoitra had attacked Ben and Nel, he and Tesla brought the two to the inner desert of Las Noches. But they brought the two to the very edge of the dome. That way it would be a long walk back to Las Noches' inner levels.

"Shut up!" Nnoitra snapped, kicking Nel in the stomach. The act caused Ben to thrash wildly, making Tesla have a harder time keeping him still.

"Hurt her again and see what happens!" Ben roared as he struggled to break free, so Tesla used his foot to pin Ben down.

"Tesla," Nnoitra grumbled. "If you can't keep a stupid human steady, what's the point of you being my Fraccion?"

"My apologies, Nnoitra-sama," Tesla said as he struggled with Ben. "This boy is proving to be more resilient than I thought."

Ben glared at Nnoitra as he struggled. "Coward," he spat at him. "You don't have the guts to fight fair cause you know you'd lose again."

Nnoitra's response was a jab to the gut. Ben yelled in pain and fell to his knees. Nel began crying more for her friend.

Nnoitra had to grudgingly admit that he was impressed. This measly human had been able to withstand his blows.

_His spiritual pressure is acting up somehow. _Nnoitra realized. _It's…it's shielding his body! It's acting like my Hierro! But how could it be?_

"Tell…me…something, Nnoitra," Ben said weakly.

Nnoitra frowned as he looked at Ben. "What?" he asked.

"You called Nel the former third Espada," Ben pointed out. "She's just a kid."

At this, Nnoitra's face lit up gleefully. "Right. You couldn't have known since she doesn't remember a thing."

Nnoitra looked over at Nel, who was cowering away from him. He sneered at her. "She used to be the third Espada. It annoyed me so much that a _woman_ was a high ranking Espada. Every chance I got I would challenge her but she always defeated me."

Ben smirked. "Obviously she would." He said despite the fact that he still doubted this whole story.

"Then I finally beat her," Nnoitra bragged. "Cracked her mask and reduced her to a child form. According to Szayel at least."

Ben snapped his head at Nnoitra. "Szayel? He was in on it?"

Nnoitra laughed. "That's right!" he mocked.

Ben was struggling to contain the rage he was feeling. So that was why Szayel had acted that way when he saw Nel. Szayel was going to pay for helping Nnoitra hurt Nel.

"I'll deal with her later," Nnoitra said as he turned his attention back to Ben. "Right after I deal with you. You were able to hurt me and humiliated me. You made me a joke even among my fellow Espada. Some people were talking about me handing my position over to you! I will make you suffer for everything you put me through!"

He began slamming his foot into Ben's stomach over and over again. But Ben was too angry to care about the pain. He **was **going to find a way out of here. And he was going to make Nnoitra pay for hurting Nel.

Nnoitra realized that Ben wasn't reacting to his blows. Ben was simply looking at him with hate filled eyes.

_This is ridiculous! _Nnoitra practically roared in his own mind. _Even if he did somehow acquire a Hierro, there's no way his could be this durable already!_

"You're stubborn, Ben, I'll give you that," Nnoitra said.

"I **will **beat you, Nnoitra," Ben told him. "And I'll make you pay for hurting Nel."

Nnoitra laughed his head off. But then something caught his attention. He looked off into the distance.

"Well, well," he said. "Someone just beat Gantenbainne."

Ben's attention was caught. "Gantenbainne? What happened?"

Nnoitra smiled. "Nothing you'll ever be concerned with." Looking back at Ben, he said. "I'll deal with you later. In the meantime Tesla, you deal with him. Just make sure he's not too damaged when I get back. I want to enjoy my time."

"Hai, Nnoitra-sama," Tesla replied as Nnoitra walked away. Instantly he released Ben. Ben struggled to get up but Tesla punched him and sent him sprawling.

"Stop it!" Nel yelled angrily at Tesla. "What did Ben ever do to you?"

"I will make him pay for hurting my master," Tesla said.

"Why?" Ben wheezed. "Why do you serve that guy?"

"Nnoitra-sama is my lord," Tesla replied. "Anyone who insults him must suffer."

But at that moment, Nel stepped in between Tesla and Ben. She raised her hands as if trying to shield Ben with her body.

"Nel," Ben said weakly. "Get out of here."

Nel shook her head at Ben. "No," she said firmly. "Nel won't leave Ben."

Ben looked up at Tesla. "Tesla, let her go. She has nothing to do with this."

"Nnoitra-sama said I was to deal with you, Ben Tennyson," Tesla told him. "If Nelliel-sama prefers to protect you, then I will take her down."

Ben glared at him. "You lay one finger on her and I'll rip you apart!"

"As I told you before," Tesla said. "I obey my master."

Ben tried to activate the Ultimatrix, but Tesla had been warned by Nnoitra to never give Ben the chance to use the device on his wrist. So Tesla used Sonido to reach over and slash Ben across the stomach. Ben yelled in pain as he clutched his now bleeding stomach.

"Ben!" Nel cried out to him. She glared at Tesla and then actually charged at him.

"Nel!" Ben cried. "No!"

Tesla raised his eyebrow at Nel's futile charge. With an unemotional expression, he raised his sword to finish her off.

"No!" Ben cried out again.

Suddenly a new voice rang out of nowhere.

"Beautiful Charlotte Cuulhourne's Lovely Cutie Fanatic Aquatic Dynamic Domestic Thunder Punch!"

Ben had little time to say anything as something slammed into Tesla and sent him sprawling into the ground. He and Nel were completely baffled, but Ben recognized that type of attack from only one person.

"Okay! Okay! Okay! Okay! Attention please!" the voice continued. "Beautiful Charlotte Cuulhourne's here to save the day!"

Ben's jaw dropped when he saw Charlotte standing there in one of his "stylish" poses.

"Charlotte?" he wheezed out.

Instantly Charlotte was at Ben's side. "It's okay, Ben." He said gently. "I'm here to help."

Nel was still thrown off by Charlotte's appearance. It was either a gender confused man or a very ugly woman. "Help?" she asked.

Charlotte looked at Nel. "Yes, little one," he told her. "Ben saved my life once despite the fact that we were enemies. I am paying my debt to him."

Ben tried to get up, but fell to his feet as he clutched his stomach.

"Stand still, Ben," Charlotte said. "You're too weak to move right now."

"Nel can help!" Nel cried all of a sudden. She quickly ran over to Ben. "Nel can make everything better."

Ben smiled weakly at Nel as he slowly rubbed her head. "I'm sorry, Nel." He said. "But kisses aren't going to help me here."

"Nel knows that, silly." She said. "Nel's gonna heal you!"

Before Ben could say anything else, Nel jumped at him. Then, she shoved her hand into her mouth. Raising an eyebrow was all Ben and Charlotte could do as Nel looked as if she was reaching for something in her mouth. Afterwards, she removed her hand out of her mouth and sprayed Ben with some kind of liquid. Ben was completely covered. Both he and Charlotte were too stunned to speak.

"Nel….did you just throw up on me?" Ben asked, grimacing.

"Nel drooled on you," Nel said cheerfully. "Has healing powers."

Ben raised an eyebrow at her. He was about to say something when he noticed that his body was slowly starting to feel better. Not enough for him to run or really fight, but at least the pain was lessening.

"Wow," Ben stated. "Your drool really does have healing powers." He smiled at Nel. "Thank you, Nel."

Nel smiled. "Nel will do anything for Ben."

But Charlotte noticed something. That little vomit could not be healing Ben this effectively. Somehow Ben's wounds were being healed by something alongside Nel's vomit.

_Since when did Ben have regeneration in his human form? I thought he could only do that when he was Swampfire._

Tesla got back up to his feet, glaring at Charlotte.

"How did you know where we were?" he asked the other Fraccion.

Charlotte pushed his thoughts aside to smile at Tesla. "I overheard Szayel and Nnoitra scheming to deal with Ben. Szayel made a device that created a field which prevents the reiatsu of anyone within it to be sensed. But since I already knew about it, I rushed to save Ben."

"About five minutes ago would've been nice," Ben laughed weakly.

Charlotte raised his blade. "I will deal with Tesla," he said. "Just get out of here, Ben."

Slowly and painfully, Ben reached for the Ultimatrix. Tesla tried to attack him but Charlotte blocked him.

"Attacking someone who isn't your opponent is very ugly, Tesla," Charlotte mocked.

"My battle is not with you, Cuulhourne," Tesla said sternly. "Get out of my way."

Charlotte smiled. "I'm afraid it would be ugly of me not to repay my debt to young Ben. His beautiful heart needs to live so that it may beat for all who need it."

Ben managed to activate the Ultimatrix and slammed it down. In a bright flash of light, Ben transformed into a being that looked a like a blue raptor wearing black clothing over his torso. Ball like objects were at the bottom of his feet and his head was covered in some kind of helmet and visor.

"XLR8!" the new creature yelled. "Wow. I had no idea that I could use this form again." Then it clutched its side weakly.

"Ben!" Nel cried, running over and hugging XLR8.

"I'm okay, Nel," he reassured her as he picked her up. He looked back at Charlotte. "Thank you, Charlotte."

"It's okay, Ben," Charlotte said, giving the thumbs up before slashing Tesla. "Now go!"

XLR8 nodded at Charlotte. "Hold on tightly, Nel." He told her.

Instantly Nel held onto XLR8's neck.

"Gack!" XLR8 gasped. "Not that tight!"

"Sowy," Nel said as she slackened her grip. Nodding, XLR8 took off in a blue blur at surprising speed. But it was with effort. While transforming had lessened the pain of Nnoitra's blows, XLR8's body still screamed in pain with each super fast step he took. In fact, the pain made XLR8 move slower than Ben remembered. But he had to get Nel and himself out of here. He was too weak to fight Nnoitra in his current state. He had to find Harribel as soon as possible. Soon, the inner levels of Las Noches were in sight. They were gonna make it!

But then a beam of energy blasted the ground, causing sand to fly everywhere and knock XLR8 backwards off his feet. Shaking his head, XLR8 looked to see what the cause of the blast was. Hearing footsteps, XLR8 turned around. His stomach felt full of lead as he saw Nnoitra walk towards him.

"Well, well," Nnoitra said grinning. "A new form, Ben? Pretty fast from what I saw."

But Nnoitra was a little bit worried. This was a form that he had never seen Ben use. This meant that Ben possibly had more forms that no one in Las Noches had ever seen. Not even Aizen.

Wobbling to his feet, XLR8 placed himself between Nnoitra and Nel. Nnoitra just smiled that annoying smile of his at the sight.

"So you still protect her, Ben? Despite the fact that she's been lying to you?"

"Nel never lied to me!" XLR8 snapped. "I don't care what she is or anything like that. I told you I was going to make you pay and I am!"

Even though he was injured and weak, he didn't want to take a chance with Nnoitra, since he didn't know all of the Espada's powers. He was going to have to make a stand here and now.

Nel looked at XLR8 in wonder. Ben was injured, but he was still willing to throw his life on the line for her. "Ben," she said in a soft whisper.

Nnoitra was about to laugh when XLR8 was a blue blur of speed that ran right up to him and began barraging him with kicks to his face. Normally such kicks wouldn't even annoy him. But due to how fast XLR8 was kicking, it was really starting to become a bother. Nnoitra swung his arm to strike XRL8, but XLR8 dodged the attack ease. He ran behind Nnoitra and slammed a kick into his back. It didn't hurt Nnoitra, but he was starting to get annoyed at this pesky form. He swung his Zanpakuto but XLR8 just dodged it again.

"You're not very fast, are you?" XLR8 asked mockingly. He had often noted that Nnoitra never really used Sonido like some of the other Espada did.

He then began running circles around Nnoitra, causing a sand tornado to form around the fifth Espada. XLR8 thought he had gained the upper hand, but then Nnoitra's arm struck out and managed to slam into the side of XLR8's face. He was sent soaring through the air until he landed on the ground.

"Is that the best you got?" Nnoitra asked mockingly. He knew that Ben could just transform into a different form. But he didn't care. This time, he was ready for NRG and Way Big.

"Not even close," XLR8 snapped back at him. He reached for the Ultimatrix symbol and slammed it.

Nnoitra took a fighting stance, expecting NRG, Way Big, or just about any of the forms he had seen Ben used. But what he saw completely baffled him.

"What is that?" Nnoitra couldn't help but ask.

Standing there was some kind of man fish. He had grayish, scaly skin and was fairly muscular. He wore no clothing except what appeared to be some kind of long, black loincloth. He had bulbous eyes and an angular sticking out of his forehead. The characteristic that stuck out the most was his large and vicious looking jaws.

"Ripjaws!" the creature roared in a guttural voice. Then it looked at itself. "Aw man. Not this form. Not now!"

Suddenly, Ripjaws fell on his knees and began gasping as if he couldn't breathe.

"Ben!" Nel screamed. "What's wrong?"

"Water," Ripjaws said weakly. "I need water."

Nnoitra laughed his head off. Ben had turned into a form that was completely useless! Laughing, he slammed a kick into the fallen Ripjaws. Still laughing, the fifth Espada began stomping on him over and over.

"Stop it!" Nel screamed at Nnoitra. "Leave Ben alone!"

"Shut up!" Nnoitra yelled at her. "I'm not gonna kill him. Aizen-sama would punish me for that. But I am gonna put this piece of crap in his place."

Ripjaws weakly lunged forward and clamped his teeth onto Nnoitra's leg. Grunting in annoyance, Nnoitra began shaking his leg to try and throw Ripjaws off. Despite being wounded and dehydrated, Ripjaws' bite stayed true. Furious, Nnoitra brought his Zanpakuto slashing down, creating a nasty gash down Ripjaws' side. Ripjaws transformed back into Ben. Ben fell to the ground in a heap, clutching his once again bleeding body. His breath came out in rasps of pain.

"Ben!" Nel cried again.

"See, Ben," Nnoitra laughed as he continued to kick Ben again and again. "This is the worthless piece of crap that you really are!" He started laughing again as he pounded Ben.

Nel's emotions were bubbling inside of her. Ben was such a wonderful person. How could anyone hate him? How could Nnoitra just hurt Ben? Why couldn't Nel be stronger? Ben always protected her, so why couldn't she protect him?

"Stop it!" Nel screamed at the top of her lungs. "Leave Ben alone!"

Suddenly Nel was engulfed in a strange smoke that suddenly erupted around her. Nnoitra froze as he looked towards the smoke. Slowly and weakly, Ben turned his head to see what had happened to Nel. His eyes widened and his jaw dropped when the smoke cleared.

Standing there was a tall and beautiful woman with greenish hair, but still had the same scar and red line across her face that Nel had. Her mask fragment had changed as well. It now resembled an antelope skull on top of her head. Ben found himself blushing when he noticed her unexpectedly large chest and instantly focused on her face instead. Though he was embarrassed when he noticed that the rags Nel wore when she was little just barely covered her body now. In her hands was a katana in a green sheath. Its guard looked like two crescent moons back to back.

Was this really Nel?

Nnoitra snarled at the woman. "So you've returned to that form, Nelliel." He said.

Nelliel said nothing as she suddenly vanished, appeared right in front of Nnoitra, and slammed a kick into him. The blow sent Nnoitra soaring backwards into the sand. Quickly, Nelliel disappeared and then reappeared next to Ben.

"Ne…" Ben started to say when Nelliel put her finger on his lips. Ben's face lit up at the close contact.

"Don't say anything, Ben," she said in a mature, soothing voice. "You've done so much for me. Now it's my turn to return the favor."

Gently, Nelliel scooped Ben up and used her Sonido again. Once they were a good amount of distance, Nel put Ben down gently.

"Are you okay?" Nelliel asked Ben.

Ben grunted in pain as he tried to sit up. Instantly Nelliel gently pushed him back down.

"Please don't try to get up, Ben," she said. For some odd reason, Ben thought that her voice sounded more like a cooing sound. Instantly Ben began to shake his head. He was going into forbidden territory with thoughts like that.

He looked up at the woman before him. "Are you really Nel?" he asked.

Smiling, the beautiful woman nodded. "Yes, Ben. I'm still me." She said to him. "This is my true form. I never thought I'd become like this again. But I am glad. I can't bear to lose you, Ben."

Ben felt his brain have a total meltdown. The little girl that he had always hugging and playing around with was actual this beautiful woman? He felt his face light up when he remembered whenever little Nel said that Ben was hers and that she loved him. Did she mean…

_No you idiot! _A voice in Ben's head screamed. _She loves you like a brother. That's all! Get your mind out of thoughts like that!_

Ben continued to tell himself that as he tried not to stare at Nelliel. But his body froze when Nelliel suddenly covered him with that healing vomit she had used on him before.

"I know this is uncomfortable, Ben," Nelliel told him. "But please bear with it. I promise you that it does have healing powers. Now that I am in my true form, it will heal you faster."

As she looked at Ben's wounds, her face became extremely sad. "I'm so sorry, Ben." She said in a quiet voice.

Confused, Ben raised an eyebrow at her. "For what? You didn't do anything."

"Exactly," Nelliel told him. "If I hadn't allowed Nnoitra to trick me all those years ago…"

"Years?" Ben yelled. "He did that to you years ago?"

Nelliel nodded. "Nnoitra was the eighth Espada back then. He would always attack because he didn't believe that women should be higher than him. He never won. Then he and Szayel took my Fraccion, Pesche and Dondochakka…"

"They're your Fraccion?" Ben asked, his jaw hanging open at this revelation.

"Yes," Nelliel said. "Nnoitra and Szayel forcibly ripped off my Fraccion's mask fragments and lured me into a trap. I thought I was fighting Nnoitra, but it turned out to be a fake. The last thing I remember was the real Nnoitra coming from above and attacking me. After that, I was the little girl that you met."

Ben's mind was still reeling from all this. It was just incredible. Nel was actually a powerful and beautiful woman. Until those two jerks Nnoitra and Szayel did…

Ben was going to make them pay for ruining Nel's life.

"But how did you get turned into a little girl in the first place?" Ben asked.

"With my mask cracked, my reiatsu must've been leaking out," Nelliel guessed. "So I became this child form to make up for it."

"Wow," Ben mumbled. It reminded him of the time he had fallen into the Fountain of Youth when he was ten years old.

"But there is one thing I'm happy about," Nelliel said softly. "I'm glad I was able to meet you."

Ben's eyes were wide open now. And they got even wider when Nelliel began to scoot closer to him. "Um…Nel?"

"Ben," Nelliel practically whispered. "There's something I have to tell you."

"Life form properly restored. Damage detected. Commence scanning life form."

Both Nel and Ben slightly jumped at the mechanical sounding voice. It took both of them a moment to realize that it was coming from Ben's Ultimatrix. Curious, Ben raised his arm that the Ultimatrix was attached. No sooner had he raised his hand did a light shoot out of the Ultimatrix and start scanning Nelliel. The female Arrancar just stared wide eyes as the Ultimatrix scanned her. After a moment, the light was gone.

"Scans complete." The Ultimatrix said. "This life form has suffered serious damage."

"Uh, Ben?" Nelliel asked. "What did it do?"

"It scanned you," Ben explained. "It must have noticed that the damage you suffered from your mask."

Nelliel thought about it. "But why didn't it scan me when you first met me?"

"Maybe you being in your child form prevented it from working right," Ben guessed. "Now that you're in your true form, it was able to scan you properly."

"Do you wish to restore this life form to original state?" the Ultimatrix asked.

Nelliel raised an eyebrow at the Ultimatrix. "Ben?" she asked, clearly not understanding what the Ultimatrix meant.

"It's asking me if I want it to fix you," Ben told her. Nelliel's eyes widened.

"Can it fix me?" she asked, excitement was small, but evident in her voice.

"I don't see why," Ben admitted. "From what I've been told about Arrancar, the mask fragments are pretty much a part of them. I'm pretty sure that the Ultimatrix can fix it."

"Would you please, Ben?" Nelliel asked nervously.

"Sure," Ben told her. "Ultimatrix, begin…"

But that's when an explosion reached their ears. Nelliel got to her feet and spun around to see Nnoitra charging straight at them.

"Found you!" he yelled gleefully as he raised his Zanpakuto.

Ben groaned. Just once he wished that he could get something done without a bad guy getting in the way. "It's Hero Time!" He yelled. He reached for the Ultimatrix.

But all of a sudden, Nelliel grabbed Ben's arms and put them down at his sides.

"Just rest, Ben," she said softly. "I'll deal with Nnoitra."

"But…but…but…" Ben tried to say. He didn't want Nnoitra to hurt Nel again.

"It's okay, Ben," she said to him. "I won't lose."

At that moment, the back of her _shirt _slightly rose, allowing Ben to see a large 3 tattoo on her back. His jaw dropped. She really was the third Espada before Harribel.

Without another word, Nelliel grabbed her sword and charged at Nnoitra. The two's Zanpakuto collided with each other. Instantly Ben thought that Nelliel's was going to shatter. But instead his jaw dropped when Nelliel was able to use hers to push Nnoitra's giant weapon back. Suddenly Nelliel used Sonido and slashed Nnoitra across the chest. Blood spurted out of the new gash on his stomach. Furious, Nnoitra tried to slash Nelliel, but she was able to kick his weapon away with her bare foot. Ben found himself glued to the sight as Nelliel dodged all of Nnoitra's attacks while continuing to slash him up.

By now, Nnoitra was getting frustrated. It was bad enough to him that Nelliel had to come back. But to find out that she was still good against him after all these years was downright insulting. He was stronger than her. He had to be!

Refusing to give up, Nnoitra stuck out his tongue and fired a yellow Cero blast. Ben thought Nelliel was going to use her Sonido to dodge it, but his eyes widened when he saw that Nelliel was simply standing there and starring down the Cero as it came towards her. He was about to shout out her name when Nelliel raised her hand in front of the Cero. It stopped just as it came in contact with her hand. Then Nelliel opened her mouth. Much to Ben's complete and utter amazement, the Cero actually went into her mouth. But no sooner did the Cero go into her mouth did Nel shoot it right back out. But Ben noticed it was different. Nelliel had added her own Cero to the blast.

_Now I know who Szayel was comparing Upchuck to._ Ben thought as he saw the doubled Cero slammed into Nnoitra. A massive explosion erupted. Sand and smoke scattered everywhere. Ben just felt frozen to the spot.

"Wow," was all he could say.

Nelliel remained impassive as she turned around to look at Ben. Ben felt goose bumps cover all over him. Was Nelliel mad at him about something? But that all changed when Ben found himself in a bone crushing hug.

"Ben," Nelliel said softly. "How was I?"

Ben was too busy being paralyzed. One: because this beautiful woman was hugging him closely. Two: he was pretty sure that Nelliel had just broken his spine.

But something caught their attention. Both looked at the spot where Nelliel had blasted Nnoitra. Once the smoke cleared, they could see him still standing. His clothes were messed up, but he himself didn't look all that damaged.

Nnoitra sneered at them. "Cero Doble," he said. "Your signature skill, Nelliel. Did you honestly think that would work on me? Do you have any idea how many years it's been? How stronger I've become?"

Ben glared at Nnoitra. "You're a coward, Nnoitra! Just cause you don't have what it takes to win in a fair fight!"

Nnoitra snarled at Ben. "Stay out of this, worthless brat!"

"Look who's talking!" Ben shouted back. "You're the one who's a brat since you're throwing a fit because there's people better than you!"

"No one is better than me!" Nnoitra roared.

"Then how come I was able to beat you twice?" Ben asked with a smirk. He raised the Ultimatrix. "How about a third time?"

"Ben," Nelliel said. "Please leave him to me."

Ben shook his head. "No," he said firmly. "I'm never gonna let this guy hurt you again. I said I was gonna make him pay for hurting you and I am."

Nelliel felt herself feel as light as air at Ben's words. "Ben…" she said softly.

"How sweet," Nnoitra laughed. "Makes me want to throw up!"

Ben rose to his feet, all previous damage done to him apparently gone.

"Thanks for healing me, Nel," Ben smiled at her. "I really appreciate it."

_Something's wrong. _Nelliel noted to herself. _Ben shouldn't be healed this fast. How did he…?_

Ben activated the Ultimatrix, a look of anger on his face as he faced Nnoitra. "It's Hero Time!"

He slammed the Ultimatrix down and turned into Rath. Rather than waste words, Rath let out a roar and charged. Grinning, Nnoitra raised his Zanpakuto to slice his opponent up. But Rath saw it coming. Quickly, he scooped up some of the desert sand and threw it in Nnoitra's face. As Nnoitra struggled to get his vision right, Rath took advantage of this to put his clasp his hands together and bash them against Nnoitra. The blow sent the fifth Espada flying backwards. Rath followed up his attack by pouncing on Nnoitra. The two struggled for moment before Rath grabbed Nnoitra in a headlock.

"Let me tell you something, Nnoitra Jiruga!" Rath yelled. "Nobody messes with Rath's friends without getting a beating!"

Furious, Nnoitra managed to grab Rath and throw him off. He slashed with his Zanpakuto but Rath rolled out of the way. Getting extremely annoyed, Nnoitra stuck out his tongue to fire a Cero blast.

Rath instantly knew that he had to think fast. He quickly touched the Ultimatrix symbol. Nnoitra didn't know what to expect. For all he knew, Ben was going to transform into some kind of new form. Or he could use NRG and Way Big, since those were two of his best. However, there was the chance that he would turn into another useless form like that one called Ripjaws. (No disrespect to Ripjaws, it's just that he's useless in dry areas.)

But the form that greeted Nnoitra was one that he hadn't seen Ben ever use before. It looked somewhat like a big humanoid jellyfish. It had bluish skin that resembled the color of water with white spots all over its body. It had a total of six tentacles. Two of those tentacles were the creature's legs while the other four was the creature's arms. Despite having legs, the creature didn't really need them since it was levitating above the ground. It looked at Nnoitra with green eyes.

AmpFibian!" the creature yelled.

Nnoitra grit his teeth. Another form that he had never seen Ben use. Just how many forms did this guy actually have? Deciding not to care, Nnoitra fired his Cero. But AmpFibian moved out the way with ease. Nnoitra glared at AmpFibian and tried to raise his Zanpakuto. But AmpFibian beat him to it.

"Wanna know what that giant scythe thing makes you?" AmpFibian asked Nnoitra. "One big lightning rod!"

The jellyfish-like creature raised his upper tentacles. Before Nnoitra could do anything, AmpFibian fired bolts of electricity at him. The electricity surged through Nnoitra's Zanpakuto and electrocuted Nnoitra himself. Nnoitra howled in pain as the electricity filled his entire body. Desperately, he swung his Zanpakuto upward, hoping to slice AmpFibian through.

But much to Nnoitra's shock, AmpFibian became transparent like and Nnoitra's weapon went right through him. Nnoitra's eye widened. This form had intangibility powers like Big Chill!

"Nice try," AmpFibian said smugly as he raised his tentacles again. "This is for Nel!" This time he electrocuted Nnoitra with an increased wattage.

Nnoitra snarled at the pain.

"How does it feel, Nnoitra?" AmpFibian asked. "I can hurt you as much as I want and you can't do anything to stop me. The same thing you pulled on me. What goes around comes around."

On the brink of going berserk, Nnoitra began slashing wildly. But AmpFibian used his intangibility powers, leaving Nnoitra with nothing but air to slash.

"Fine," Nnoitra yelled. "If I can't hurt you, I'll kill your precious girlfriend instead."

AmpFibian's eyes narrowed. "Don't you dare!" he threatened.

Grinning, Nnoitra turned his attention to Nelliel. But at that moment something slammed into Nnoitra's back. It didn't do any damage to him, but it sure annoyed. He turned around to see Charlotte standing there.

"You?" Nnoitra groaned when he saw Charlotte.

"Charlotte?" AmpFibian asked. "What happened to Tesla?"

"Don't worry, Ben," Charlotte said. He figured that only Ben could be the strange creature floating in front of him. "He's only knocked out. My beauty was just too stunning for him."

Nnoitra snarled at Charlotte. "Tesla lost to you?" he asked in outrage.

"Of course," Charlotte replied. "Beautiful people like Ben and I cannot possibly lose to such hideous filth like you and Tesla."

That's when Charlotte noticed Nelliel standing there, watching these entire events take place.

"Oh my," Charlotte said as he looked at her. "Nelliel-sama? What are you doing here? Ben, is she your lover?"

A hint of red lit up AmpFibian's face as his eyes went huge. Nelliel was looking at the ground, a blush on her cheeks.

"I, uh, I uh," stammered AmpFibian.

Nelliel noticed this and her eyes went wide. Did Ben's stuttering mean he liked her? She managed to suppress a squeal of excitement that was bubbling up inside of her.

"It is alright, Ben," Charlotte said dramatically. "I bet it is a beautiful love story full of romance and passion."

"You're not helping!" AmpFibian snapped, the blush getting darker.

"Will you just shut up?" Nnoitra yelled, swinging his Zanpakuto in a huge arc.

Luckily, Charlotte and AmpFibian managed to dodge the attack. Nnoitra was getting really ticked now. He decided that it was time to get serious.

"Pray!" he yelled. "Santa Teresa!"

Charlotte and Nelliel's eyes widened. AmpFibian instantly knew what was happening. Nnoitra was going into his released state. Sand started flying everywhere as a massive wave of energy was unleashed. AmpFibian actually had to struggle against the wind to prevent being blown back. Once everything settled, AmpFibian got a look at his opponent.

Now, Nnoitra had four arms just as AmpFibian did. They were layered in material that gave them a skeletal appearance. In each hand was a scythe that resembled crescent moons. In fact, he even had curved horns that resembled crescent moons, as one horn was smaller than the other which was much longer and more curved than the previous one.

Instantly Charlotte, AmpFibian, and Nel entered fighting stances. Nnoitra grinned as he raised his scythes.

"No one can beat me!" he yelled, charging forward.

AmpFibian took the initiative and fired a massive blast of lightning. But the lightning did nothing as Nnoitra continued to charge at them. Charlotte tried to slash Nnoitra, but Nnoitra blocked his attack his upper right arm, then slashed him with his lower right arm. Charlotte fell back, clutching the huge gash he just got. If he hadn't tried to dodge at the last second, he probably would've been cut in half.

"Charlotte!" AmpFibian yelled. Angrily, he turned to face Nnoitra. "You're asking for it now, Nnoitra!"

Laughing like a lunatic, Nnoitra began to slash wildly. AmpFibian was able to turn intangible but saw that Nelliel had to dodge using Sonido.

"This is crazy," AmpFibian said to himself. "I better do something about those swords." With that, AmpFibian put some distance between himself and Nnoitra and touched the Ultimatrix symbol with one of his tentacles.

Everyone knew what the green light that suddenly flashed meant. It meant that Ben had transformed again. Immediately the three Arrancar turned to face the direction the green light came from. Standing there was a form that none of them had ever seen. Its body was yellowish with black stripes all over it. It had spiky shoulders with two toed feet and hands that looked like pincers or extremely pointy magnets. Unlike the rest of its body, its head was a round, metallic head with greenish eyes. The head was not connected to the body, but floated in between its spiky shoulders.

"Lodestar!" This new form yelled. It had a mechanical edge to its voice and its mouth didn't move when it spoke.

Nnoitra laughed maniacally. "You turn into whatever you want, Ben Tennyson!" he yelled. "NRG, Way Big, Swampfire, it doesn't matter! I'm the strongest! No one can beat me!"

"You know," Lodestar asked. "I am really tired of listening to your mouth."

Sneering evilly, Nnoitra charged forward. Charlotte and Nelliel expected this Lodestar form to jump out of the way. Much to their surprise, Lodestar took a fighting stance as Nnoitra got closer. But before either one could open their mouths to yell, Lodestar pointed his pincer like hands at Nnoitra. Green pulses began to emit from them. Nnoitra was too caught up in himself to worry as the pulses reached him. Suddenly, Nnoitra found that he couldn't move. For some reason, his arms refused to move as he wanted. It didn't make any sense. He still had feeling in his body, so why couldn't he get his arms to move.

That's when it occurred to him. It wasn't his arms that couldn't move. It was his weapons. Suddenly all four of his scythes flew out of his hands and towards Lodestar. Nnoitra, Charlotte, and Nelliel all watched wide eyed as the four scythes floated in front of Lodestar. They stopped and floated in the air in front of him. However, the scythes were pointing towards Nnoitra, as if waiting to cut him down.

"Too bad, so sad," Lodestar replied smugly at Nnoitra's shocked expression. "You just can't resist my magnetic personality."

Nnoitra burst into laughter, much to the shock of the three facing him. "Take as many as you want. I've got plenty!"

Suddenly black forms came out of his arms. Soon, Nnoitra once again had four scythes with him.

Nelliel looked at Charlotte. "This is Ben's fight," she said. "We'll just be in the way."

Charlotte nodded. The two used Sonido to put a good amount of distance between them and the two combatants. Charlotte gulped as he watched the two staring each other down. First prize would have to go to Lodestar since he couldn't make facial expression.

"Do you think Ben can win?" he couldn't help but ask Nelliel.

Nelliel smiled as she watched the two combatants ready themselves for the inevitable clash. "He's Ben," she told Charlotte with total confidence. "He can do anything!"

Lodestar and Nnoitra began their battle. But _battle_ was too loose a term to describe it. More like _sheer insanity_. It seemed more of who could slice up the other one first. Nnoitra would try to slice Lodestar, only be blocked by one of the scythes that Lodestar had control over. Pretty much it was a simple slash and block maneuver with these two.

Lodestar knew that he was in a tight spot and decided to get creative. He used his magnetic powers to make the four scythes he controlled form a flat circle with the hilts pointing inward and the blades forming the outside. Focusing his powers, he made the circle spin rapidly like a horizontal wheel. Once he was sure that he made enough momentum, he fired the wheel of blades right at Nnoitra.

Nnoitra instantly saw the attack coming and raised all his blades to block it. Lodestar's scythes hit Nnoitra's head on. But the momentum had made the scythes' circle as powerful as a gigantic buzzsaw. They not only sliced through the hilts of Nnoitra's scythe, but slashed Nnoitra right across the stomach. Nnoitra staggered back, dropping one of his scythes to try and cover the wound. Lodestar reached out with his powers to make the scythes he just used plus the one Nnoitra just dropped fly over to him. The now five scythes floated around Lodestar as if to protect him from harm. Nnoitra glared at Ben as he created a new scythe to replace the one Lodestar took from him.

"It seems I'm the one who has the advantage," Lodestar stated, indicating the obvious difference in the two's number of scythes.

Nnoitra laughed. "Wrong!"

Suddenly from Nnoitra's shirt, two more arms burst out. They too generated scythes for Nnoitra to wield. Now he had six to Lodestar's five. Nnoitra charged forward. Knowing that it would be foolish to take chances with Nnoitra in his crazed state, Lodestar used his powers to send all the scythes he controlled flying right at his opponent. Naturally, Nnoitra blocked them with his own blades.

"Perfect," Lodestar commented.

Nnoitra looked at Lodestar in confusion. What was perfect? Suddenly all the scythes began to constrict and bend. Before Nnoitra could do anything, Lodestar succeeded in bending his weapons into metal ropes which he was now wrapped up in.

"I think I have this battle nearly _wrapped _up," Lodestar joked. Nelliel giggled at the pun. "There's just one final thing to do."

Lodestar reached the Ultimatrix again. Nelliel and Charlotte both gasped as Way Big came into the picture.

"This!" Way Big yelled.

Nnoitra didn't have time to react as Way Big brought one of his giant feet stomping down on him. Already he could feel every single bone in his body breaking. No. No! Not after all this time! He stuck out his tongue to fire another Cero blast. Way Big saw it happening and gave Nnoitra a two-fisted punch. Blood burst from Nnoitra, as he weakly glared at Ben with nothing but raw hatred.

"Do you see, Nnoitra?" Way Big boomed. "Do you see how helpless you are? You are nothing but a coward who can't fight fairly. Now it's time I knocked some sense into you. This is for me. For Nel. And for everyone else you have ever hurt! Body Slam!"

Way Big tilted forward and brought his whole entire body down on the fifth Espada. The result shook all of Las Noches to its core. In fact, the quake was so powerful that Starrk had been woken up because of it. And that was saying something.

Afterwards, Ben returned to normal. Slowly and dizzy, he wobbled to his feet. He looked over at his opponent. Ben didn't know if he was dead for not, though he did have a feeling that Nnoitra was just too stubborn to die. Shaking his head, Ben sighed.

"In the end, Nnoitra, you were just a sore loser."

"Ben!" Nelliel yelled. Instantly Ben found himself in a bone crushing hug. He grit his teeth as he felt what was possibly his bones cracking.

"I knew you could do it, Ben!" she cried happily. "I knew you could."

"There was never any doubt," Charlotte said dramatically. "So that was Way Big that Lord Baraggan told me about."

Nelliel finally let go of Ben, who immediately began gasping for air. "Come on," he said. "Let's get out of here before something else happens."

"I'll return to Lord Baraggan," Charlotte told him. "Be careful, Ben. Be careful, Nelliel-sama."

"You too," Ben and Nelliel said to Charlotte. Nodding, Charlotte used Sonido to go back to Baraggan. Ben was about to reach for XLR8 when he found himself picked up by Nelliel.

"Nel!" he cried. "What are you…?"

Nelliel smiled sweetly at Ben. "Hold on," she said.

Before Ben could say anything else, Nelliel used Sonido to get back inside of Las Noches. Ben realized that it was best to hold on to Nelliel like she told him. Soon, the two of them were back inside.

"Whew," Ben said after Nelliel put him down. "Glad we got out of there."

Nelliel smiled. "I'm glad you're okay, Ben."

Ben smiled at her. "And I'm glad you are," he told her. "I still can't believe that you used to be the third Espada."

Nelliel nodded her head. Then she looked down at herself. "Come," she said. "Let's see if we can find me some more suitable clothing."

Ben's cheeks turned red when he remembered that all she was wearing were those green rags. Since he wasn't able to say anything coherent, he kept his mouth shut and merely nodded. Then he remembered.

"Ultimatrix," he commanded. "Begin restoration process."

"Restoring now," the Ultimatrix replied. Suddenly a green light shot from the Ultimatrix and hit Nelliel. Once the light stopped, Nelliel blinked. To her, it felt like nothing happened. Then she slowly brought her hand up to her mask fragment. Her eyes widened when she realized that it was fully restored. Ben figured that she was going to hug him again in happiness. And he was correct.

"Thank you!" she yelled happily as she caught Ben in one of her bone crushing hugs. Apparently Nelliel had forgotten how strong she truly was.

"Ben?" a familiar voice shrieked.

Ben and Nelliel, who was still hugging Ben, turned to see who had just screamed.

Standing there with utter shock on their faces were Apache, Mila-Rose, and Sun-Sun. While they had been searching all over Las Noches for Ben, they had felt a massive tremor hit the place. Fearing that something bad had happened to Ben, they had gone to investigate. But then, they had suddenly sensed Ben's reiatsu. Along with someone else's. And now they found Ben in the arms of some woman they had never seen. The fact that this woman was hardly wearing anything made them furious, believing that she had been trying to take advantage of Ben. But there was something about her that was strangely familiar.

Apache was the first to act. "Who are you?" she yelled. "And what are you doing with Ben?"

"Wait, Apache," Ben said after he managed to get out of Nelliel's arms. "It's Nel! This woman is actually Nel!"

Apache and Mila-Rose's jaws dropped as they looked at the woman in front of them. Sure enough, she had the same scar and red line as little Nel did. She also had similar colored hair and green rags on her body.

"Turns out," Ben said as he went on. "She used to be the third Espada before Harribel."

Now all three girls were in a state of shock. To prove Ben's words, Nelliel turned around and showed the massive three on her back.

"You…you're Harribel-sama predecessor," Sun-Sun said.

"But that's impossible!" Mila-Rose exclaimed. "You were just a little kid!"

"Blame Nnoitra and Szayel for that," Ben said darkly.

"Nnoitra!" Apache roared. She gritted her teeth. "Figures he had something to do with it."

"Szayel?" Sun-Sun asked. "Why would he be involved?"

"That's what I intend to find out," Ben said. "Now I just need to find him."

"Wait, Ben," Apache said. "We need to take you to Harribel first. She was looking for you."

Ben blinked. "She was?" he asked.

"Of course, Ben," Sun-Sun told him. "She was worried about you." Then she looked at the ground shyly. "We were all worried about you."

Now Nelliel started to feel uncomfortable. She already knew that Harribel and her Fraccion had feelings for Ben. When she was in her child form, Nelliel had done everything she could to make sure that she was the one getting all of Ben's attention. Now that she was herself again, she didn't know what to do. She personally wanted to be the woman in Ben's life but knew that it was his choice. But she didn't know how she would feel if Ben chose someone else over her.

Nonetheless, Nelliel followed Ben and the three girls as they went to Harribel's chambers. Harribel, who was deep in thought, looked up with a relieved look on her face.

"Ben," she said as looked at him. Slowly she got up and walked toward him. At first Ben thought that she was mad at him for something. Instead, she suddenly put her arms around him and hugged him tightly. Ben froze on the spot. The main problem was that the hug had brought him in contact with a certain part of Harribel's body. And the fact that said part was only halfway covered. (It's the manga version of Harribel's jacket.) Ben felt his entire body go paralyzed and he tried to look in any direction but right in front of him.

"I am glad you are safe, Ben," Harribel murmured in a tender voice that nobody had ever heard her use before.

Harribel's Fraccion, while loyal to Harribel, were bothered that she had done such a daring move. Nelliel on the other hand could feel jealousy build up inside of her. But she reminded herself that she hugged Ben first.

Harribel was soon aware of Nelliel in the room. "And you are?" she asked.

"Nelliel Tu Odelschwanck," Nelliel replied. "The former third Espada."

Harribel's eyes widened a fraction. This woman in front of her was her predecessor! Slowly letting go of Ben, she nodded at Nelliel.

"I am honored to meet the third Espada before me," she said curtly.

"And I am honored to meet my successor," Nelliel said with a smile. "I sense you are powerful. And I'm pleased to know that the third Espada is a woman again."

"That reminds me," Ben said as he slowly recovered from his hug with Harribel. "Harribel, do you know where Szayel is? I want a talk with him."

Everyone could tell that Ben wanted far more than a talk with Szayel. But Harribel had something else on her mind first.

"Ben," she said. "What happened to you?"

"It was Nnoitra," Nelliel replied. "He attacked me and Ben when we went to go see Orihime."

Harribel felt anger burn inside of her. She figured Nnoitra was involved somehow.

"Yeah, but I took care of him," Ben said proudly. "But I couldn't have done it without Nel and Charlotte's help."

"Charlotte?" Harribel's Fraccion asked. But Nelliel was too busy blushing from Ben's compliment of her.

"Yeah," Ben continued. "According to him, Szayel made this device that prevented anyone from sensing us."

That explained why Harribel and her Fraccion couldn't sense Ben's reiatsu.

"Ben," Harribel said in a quiet voice. "There's something we have to tell you."

* * *

Meanwhile, Aizen smiled as he suddenly sensed two reiatsu enter Las Noches. One was Ben's, meaning that he had defeated Nnoitra once again. The second was one he never thought he'd sense again. It was the reiatsu of his former third Espada Nelliel. This was an unexpected surprise. Though not an unpleasant one. Nelliel was far more competent than Nnoitra anyway. Though her more pacifistic nature was a slight problem. But not of much importance in the long run. And from what he sensed, Ben had been reunited with Harribel and her Fraccion. Now doubt they were going to ruin everything.

"I must say, Ben Tennyson," Aizen said to himself. "I believe that I have actually found a worthy opponent in you."

* * *

Ben felt as if his legs were glued to the floor. His mouth was hanging open and his eyes were the size of dinner plates.

Harribel had told him everything. She told him about how Hollows consumed human souls, she told him of how Hollows evolved to the next levels to Vasto Lorde. But more importantly, she told him about Aizen's true intention. She told him how Aizen was going to make a special key to enter the realm of someone called the Spirit King and kill him. She confessed to Ben that Shinigami protect people from being killed by Hollows and helped normal human souls go to Soul Society where they could live easier. All this and more did Harribel tell him.

Ben felt hurt and betrayed. Sure he doubted Aizen but he had no idea that Aizen was really THAT evil. That he was willing to slaughter thousands to put himself on top.

"Ben," Harribel said to him. "I followed Aizen because there was nothing else I could do. I was a Hollow, void and empty. Aizen had come and given me a purpose. I was willing to follow him wherever he wanted me to. But that all changed when I met you, Ben. Please believe me."

Ben looked up at her. She knew all about Aizen's true plans but had kept Ben in the dark all this time. Harribel could see that Ben has having a hard time believing her. Guilt filled her.

"You showed us the humanity that we Arrancar had long lost," Harribel went on. "You did not know of our true nature yet you were willing to throw yourself in harm's way for us. Aizen has shown me that he cares nothing for us. He is merely using us to achieve his own goals. He knew all about Nnoitra taking you and did nothing to stop it." She looked at the ground. "He was going to use you to threaten me. He knew that I was willing to betray him for you."

Ben looked at Harribel in wonder. She was actually willing to betray Aizen for him? Perhaps Harribel truly did care about Ben.

"Ben," Nelliel said softly. "We followed Aizen because we thought that he was the only person who cared about us. I always lived my life thinking that Shinigami and humans were evil. But you proved that wrong, Ben. And I don't regret meeting you."

"Same here," Apache said with a grin. "You're the only man I'll ever hang around."

"You're the best, Ben," Mila-Rose agreed.

"And we will happily give our lives for you," Sun-Sun finished.

Ben found himself utterly speechless. Did all four girls really care about him this much?

He smiled at them. "And I'm glad to have met you guys."

Relief and joy filled each of the girls as Ben forgave them. Harribel found herself intrigued by these emotions that she was feeling recently. Ben truly was something else..

"Ben," she said. "We do not have much time. That girl Orihime Inoue was forced to come here by Ulquiorra. A group of her friends have come here to rescue her." Suddenly all four girls froze.

"What's wrong?" Ben asked.

"Aaroniero," Harribel said. "He was just killed by one of the intruders."

Ben just stood there for a moment, then looked at the ground sadly. Sure Aaroniero gave him the creeps but that didn't mean that he was glad the guy was dead.

"I remember Aaroniero," Nelliel said. "A creature with the power to eat other hollows and take their powers and abilities."

Ben turned to face Nelliel. "You serious?" he asked.

"He was, Ben," Mila-Rose told him. "If you were a hollow, he would've eaten you."

Ben gulped. Now he knew why Aaroniero had wanted to hang around him so much.

"His opponent is alive, but just barely," Harribel noted. "One of them is about to encounter Ulquiorra. One was recently taken down by Nnoitra."

This got Ben's attention. Whoever got taken down by Nnoitra must've been the one who beat Gantenbainne. It must've been the one Nnoitra had gone to fight when he left Tesla to deal with him and Nel.

Two of the intruders are right now battling Szayel," Harribel finished. "Orihime is still in her room."

"Alright," Ben said. "We need to help them."

"Tell us what to do, Ben," Apache said, pumping her fist.

Ben was about to say something, but then looked at Harribel. Since she was the strongest person in the room, aside from Nelliel possibly, he felt uncomfortable calling the shots.

But Harribel merely said. "Tell us what to do, Ben," she said. "And we'll follow you."

At those words, Ben realized what a strong responsibility had just been placed on him. But if he and his friends could stop Aizen, then it would be worth it.

"Okay," Ben said. "We need to help Orihime and her friends. Sun-sun can you go get her? Just tell her that Ben sent you."

"Of course, Ben," Sun-Sun nodded.

"Mila-Rose, Apache," Ben said to her. "Help the two who fought Aaroniero and Nnoitra."

Apache grinned. "You got it, Ben." Mila-Rose nodded in agreement.

"Harribel," Ben turned to her. "Could you help the one whose about to fight Ulquiorra?"

Harribel nodded. "It shall be done, Ben."

Ben nodded. "Alright, everyone. Be careful."

"What will you do Ben?" Sun-Sun asked.

Ben smiled at her. "Szayel and I have a score to settle."

Nelliel looked at the ground. Ben was still bent on avenging her.

"You don't have to do this, Ben," she told him.

Ben smiled at her. "I know I don't _need _to," he admitted. "I want to."

Nelliel felt her face light up and something started pounding inside of her. The other girls noticed this and they each felt a tinge of jealousy.

"Come on," she said. "But we need to hurry."

"Good luck, Ben," Harribel's Fraccion told him.

* * *

And so everyone went out in different directions. Since Ben had no idea where he was going, he simply followed Nelliel, who was using Sonido again. After about five minutes or so, Nelliel stopped in the middle of a hallway.

"What's going on?" Ben asked.

"They're right below us," Nelliel told him.

Ben grinned. "Then it's time to get the _drop _on Szayel."

He activated the Ultimatrix, selected his form, and then slammed the dial down. In a flash of light, he became Armodrillo. Placing his massive fists on the floor, Armodrillo unleashed his power. All of Las Noches shook violently.

* * *

In the floor below, Szayel sneered at his opponents while his own Fraccion were behind him. One of the intruders was a Shinigami with red hair that was put in a style that resembled a pineapple. The other fighter had white clothes, short black hair and square rimmed glasses. The Shinigami's name was Renji Abarai. The other was a being called a Quincy named Uryu Ishida. In the background, Pesche and Dondochakka were panting heavily.

Everything had just gone crazy. Renji had been training with his comrade Yatsutora Sado, better known as Chad, when he had learned that a group of Arrancar had invaded Karakura Town again. He wanted to help in the battle but was too tired from his training with Chad. So instead, Urahara had stepped in. There Renji and Chad had sat, not knowing what was going to happen. But soon, everyone had returned and told him the strangest story he had ever heard. Apparently the Arrancar had formed an alliance with some kind of shape shifter who had been able to take everything that the Shinigami team had thrown at him. And yet, the creature didn't even try to kill them.

But Renji had little time to worry about that when another report came in that Orihime had gone to Hueco Mundo. Renji wanted to help rescue her but Yamamoto had refused. Renji had been forced to come back with the reinforcements to Soul Society. But a surprise came when his captain, Byakuya, had allowed him and his best friend Rukia to go back and rescue Orihime. So, the two made it to Hueco Mundo where they had reunited with their pals Ichigo, Chad, and Uryu. They also met two Arrancar named Pesche and Dondochakka. According to Ichigo, the two bizarre Arrancar thought that Ichigo and his pals were lost Arrancar and had offered to help them to Las Noches. While the two freaked out when they learned Ichigo and his pals true identity, but soon relaxed when Ichigo promised that he and his pals weren't gonna hurt them.

Unable to control her curiosity, Rukia had asked the two if they knew of any shape shifters in Hueco Mundo. The entire group was shocked to learn that the two did know the shape shifter. And according to them, it was a human who went by the name of Ben. They said he had some kind of device on his hand that allowed him to turn into different monsters.

Soon, everyone had reached Las Noches and entered to save their pals. They had all gone in different directions but Renji had found out that Dondochakka had followed him. Dondochakka said he was worried about his sister Nel, who he and Pesche and left in this Ben guy's care. Then after a twist of events, the two found themselves up against one of the Espada named Szayel Aporro Granz. Thanks to the room they were in, Renji was unable to use his Bankai and was pretty much helpless. Even with Uryu's unexpected arrival with Pesche, Szayel still had the advantage.

During the fight, Pesche and Dondochakka had sensed a reiatsu and referred to it as Nelliel-sama. They both tried to fight Szayel but proved to be little match for the twisted scientist. Uryu said that he now had a plan against Szayel, but that was interrupted when the ground started to shake wildly.

"What's going on?" Uryu asked. "An earthquake?"

"How should I know?" Renji snapped. "I didn't think this place could get earthquakes."

Pesche and Dondochakka looked at each other. There was no reiatsu being used to make the earthquake, which meant that only one person was causing it.

"You're in trouble now, Szayel," Pesche said tauntingly.

Szayel, Renji, and Uryu all looked at Pesche in confusion.

"He's here!" Dondochakka said in a sing-song voice.

"Huh?" Renji asked. "Who's here?"

That's when part of the ceiling caved it. Everyone looked up to see what appeared to be a green haired woman and a giant, yellow armadillo falling down. The woman landed daintily on her feet while the giant armadillo smashed the part of the ground he was standing in.

Szayel snarled when he saw who it was. Nelliel. So she had returned to her true form somehow. And the yellow creature standing before him had to be none other than Ben. Sure enough, the creature turned back to normal and Ben for all to see.

"Pesche? Dondochakka?" Ben asked when he saw them. "What are you guys doing here?"

"Ben!" the two cried. Suddenly both leaped forward and hugged Ben tightly. Then they noticed Nelliel. Instantly the two of them bowed.

"Nelliel-sama," they both said in serious tones. "We are happy to see you again."

Nelliel smiled at them. "Hello, Pesche, Dondochakka. Thank you for taking care of me."

"Will somebody tell me what is going on here?" Renji asked, completely confused.

"We'll explain later," Ben told him. He turned to face Szayel. "Hello, Szayel."

Szayel narrowed his eyes. "Hello, Ben."

"That's Ben?" Renji and Uryu both asked at the same time. They had expected this mysterious shape shifter to be hideous or intimidating. But an actual human? That they did not see coming.

Ben turned to face them. "Hey," he said with a wave of his hand. "My name's Ben. Ben Tennyson."

Despite their bewilderment, both overcame it and bowed respectively.

"Abarai Renji," Renji said.

"Ishida Uryu," Uryu said.

Ben grinned. "Nice to meet ya." He turned to face Szayel again. "Nice try with Nnoitra, Szayel," he said. "But not good enough.

Szayel instantly smiled and adjusted his glasses. "So you've found out the truth, Ben? That we're really the bad guys. I suppose you want revenge for me helping Nnoitra."

"For helping him hurt Nel, I do," Ben told him. Then he pointed to Uryu and Renji. "Plus, I'm gonna help these guys rescue Orihime."

Uryu and Renji were even more confused than usual. Everything was happening too fast.

"Everyone," Ben ordered. "Leave this guy to me."

Renji and Uryu were about to object when Nelliel stopped them. "It's okay," she told them. "He beat the 5th Espada. I think he can handle the 8th."

Renji and Uryu stared wide eyed at Ben. He beat the 5th Espada?

Szayel on the other hand wasn't affected by this news. "So you defeated that violent idiot," he said. "I may not be much of a fighter compared to him. But intellectually, I am far superior. Did you think I wouldn't be prepared in case you turned against me, Ben? This room was modified on all the forms that you have used. Even if you use that armadillo thing, it doesn't make a difference."

Ben wasn't bothered by this at all. After all, he didn't even use half the forms in his arsenal.

"Well," he said. "If I can't use my old forms. I'll just have to use someone else. And I think I know just who to use against you, Szayel."

Ben activated the Ultimatrix, selected the form he was looking for, and slammed the Ultimatrix down. In flash of green light, Ben had turned into appeared to be a large crab with a rather big head. Its mouth resembled clenched teeth just as Big Chill did.

"Brainstorm!" the crab yelled in a British accent.

Szayel laughed. "You intend to beat me as a crab? You insult me, Ben."

"I believe you will find battling an intellectually superior opponent extremely difficult," Brainstorm retorted.

Szayel's laughter was instantly cut short when he heard that. "What did you say?" he asked. Ben better not had said what he thought he did.

"Well I should think it is rather obvious," Brainstorm replied. "With my enlarged cranium and the superior intellect that comes with it, I am the one with the advantage in this violent method of superiority."

Szayel's eyes narrowed. "Are you saying you're smarter than me because your head is bigger?" he asked edgily.

"No, I'm stating that I'm smarter than you because my **brain **is bigger," Brainstorm explained.

That really got Szayel mad. His own Fraccion were yelling in anger that someone dared to say they were smarter than their master. This crab creature had to pay.

"Get back!" Szayel yelled to his Fraccion. "I will deal with this delusional fool myself."

"My dear Szayel," Brainstorm said. "I believe it is you who is delusional for believing that I will let you get away with harming the beautiful Miss Nelliel. Er, I mean…"

Joy swooped within Nelliel. Ben thought she was beautiful? Nelliel gave a soft squeal of delight.

Szayel smirked at this. "So it seems that Ben here has a little crush. It might be worth experimenting."

Brainstorm looked at Szayel. "If you so much as lay one hand on her, I will extremely miffed."

Szayel's smirk got even wider. "Then how about we skip straight to the next act." He drew his Zanpakuto. "Sip, Fornicaras."

"Bleh!" Brainstorm blanched. "Fornicaras? As in 'you will fornicate'? How revolting! My good sir, I understand that we are in the midst of a battle but there is no need for such vulgar language. Nor do I see the point of using such inappropriate language even **in **a battle."

Rather than say anything further to Brainstorm, Szayel raised his sword and shoved it into his mouth. Before everyone's startled eyes, Szayel suddenly began to expand like a balloon. Once his became the size of a boulder, he suddenly erupted. Everyone's eyes widened in horror when Szayel's lower body suddenly turned into a mass of tentacles. Suddenly, the tentacles began to recede and shrink. Brainstorm was soon able to see Szayel's legs stick out of the mass of tentacles. He was wearing some kind of layered clothing that looked like a dress. His upper body was covered had a tight, grey clothing with white sleeves from the elbows down. Hanging from the sleeves were long purple strands that looked like falling drops. Similar strands hung from his hair as well. His hands were now chalk white with purple finger tips. His glasses changed into a headband with fan like structures covering the sides of his head. His left eye had purple markings cover it with four vertical line below his eye. But the weirdest thing was the four tentacles that were sticking out of his back like wings. Like everything else on Szayel, these wings had strands similar to falling drops.

"Sorry to keep you waiting, Ben," Szayel said to Brainstorm in a sickening breathless voice. "It is now time for the long-awaited conflict to finally begin." Then after a moment, he said. "No, let me rephrase that. It's time for the conflict to end."

Suddenly a black liquid burst out of Szayel's back and started to fly everywhere. Knowing that that liquid couldn't be for anything good, Brainstorm made his move. The plating covering his head opened up to expose his brain. Electricity surged as Brainstorm suddenly encased him and his allies inside a gigantic field of electricity. The black liquid slid harmlessly off. Before Szayel had time to react, Brainstorm turned the electric field into bolts of lightning that shot forward. Szayel yelled in pain as his body surged with electricity. The blast knocked him off his feet.

"Master Szayel-Aporro!" all his Fraccion yelled as they rushed to his side.

"I am sorry to disappoint you, Szayel Aporro Granz." Brainstorm said with a smirk. "But I believe I'm the star here!"

To be continued…

**Next time:**

**Battle of the Brains: Brainstorm vs. Szayel**

**Hope you liked the chapter everyone. Oh, and in case some of you are confused, let me explain: Uryu was about to use his Sprenger move on Szayel when the fight got interrupted by Armodrillo. The reason Pesche and Dondochakka joined the fight early was because they recently sensed Nelliel's energy and wanted to help her. Hope you guys are looking forward to the next chapter.  
**


	9. BrainStorm vs Szayel: Las Noches Rumble

Disclaimer: None of the Ben 10 or Bleach characters belong to me.

**Sorry it took so long guys. Had a small block in my head. **

**Okay, everyone. So far, it looks like Harribel, her Fraccion, Ulquiorra, Charlotte, Avirama Redder, Tosen, Starrk, and Lilynette are the top people to live. Stay tuned for more developments.**

**This chapter also contains more details about Ben and Orihime's first encounter. Hope you all like it.**

**P.S. Orihime will NOT fall in love with Ben. I repeat, she will NOT fall in love with Ben.**

**Also, I need to think of some more romantic situations for Ben and Nelliel. Hopefully I can come up with some in the next chapter. And I need to make something clear. If I made this come off as Harem story, then I apologize. That was not my intention. Ben is going to be with Nelliel and Nelliel alone. He cares for the other girls but not in a romantic sense. **

Battle of the Brains: Brain Storm vs. Szayel

Ichigo Kurosaki was angrier than he had ever been in his entire life. All the trouble began when Orihime had been take to the realm of Hueco Mundo. Not only did Soul Society brand her as a traitor, but they weren't even going to help rescue her. So instead, Ichigo and his pals Chad and Uryu had gone to Hueco Mundo instead. No sooner had they gotten there had they run into two Arrancar named Pesche and Dondochakka. They mentioned a sister of theirs named Nel and some guy named Ben. They also mentioned that Ben could turn into different monsters. Ichigo realized that this Ben guy had to the one that Hitsugaya and his team had battled and told him about. Ichigo had been curious as to what kind of being this Ben guy was.

No sooner had they reached Las Noches, they had been attacked by a giant Hollow of sand called Runuganga. They would've died if it hadn't been for the unexpected arrival of Renji and Rukia. Together they entered the realm of Las Noches and gone in separate directions.

Trouble waited for Ichigo in the form of a man called Dordonii, who was part of the Privaron Espada. As the two battled, Ichigo couldn't help but ask about this Ben guy. According to Dordonii, Ben was actually a human whose full name was Ben Tennyson. He said that Ben was powerful and had even been offered a position among the Espada. Ichigo was left speechless by this. But soon, he defeated Dordonii and moved onward.

Things got worse when he first sensed Chad's reiatsu drop and then Rukia's. But before he could do anything about it, he encountered one of the Espada. This one he remembered was called Ulquiorra. At first, Ichigo was going to ignore Ulquiorra to save Rukia. But that all changed when Ulquiorra revealed that he was the one that made Orihime come to Hueco Mundo in the first place. Now Ichigo wanted nothing more than to cut Ulquiorra down where he stood.

Or so he thought until a mysterious woman suddenly appeared in front of him. She had her back turned to him as she faced Ulquiorra.

"Wh…who are you?" Ichigo couldn't help but ask.

The woman simply turned her head to look at him before facing Ulquiorra again.

"So," Ulquiorra said as he looked at her. "You have decided to betray us, Harribel."

Ichigo's eyes widened. Was this Harribel woman one of the Espada? And why was she betraying them?

"I am disappointed, Harribel," Ulquiorra told her. "I never believed that you would ever succumb to worthless emotions."

"Worthless?" Harribel asked. "That is where you are wrong, Ulquiorra. Kurosaki Ichigo."

Ichigo slightly jumped at being addressed all of a sudden.

"The girl known as Inoue Orihime is safe for the time being," Harribel told him. "And your friends are being looked after. I will deal with Ulquiorra."

Ichigo shook his head. "No," he said. "He forced Inoue to come here. I'm gonna cut him down."

Harribel turned her head to look at Ichigo. She could see the anger and determination in his eyes. But she knew that against a foe like Ulquiorra, Ichigo was not ready to face.

"Ichigo Kurosaki," she said to him. "You are not yet strong enough to face him."

Ichigo glared. This woman just came out of nowhere and had the nerve to tell him how to fight his battles.

"So it has come to this," Ulquiorra said as he raised his blade. "You above all should know better than to disobey Aizen, Harribel."

"**You** above all would not understand, Ulquiorra," Harribel replied to him. "So I shall not waste words on you."

Ichigo was completely lost. What was going on here?

"Kurosaki, please trust me on this," Harribel told him. "For now, stay out of the way. Once I am done with him, I will take you to your friends"

Ichigo scowled. He wanted to stay and fight. But why was this woman so eager to help him?

"Yo, Ichigo," another voice said. "Long time no see."

Ichigo's eyes widened and his body tensed up when he heard that voice. He turned around to see his arch enemy, Grimmjow, standing behind him with that cocky grin on his face. Instantly Ichigo went into a fighting stance. Grimmjow ignored him and looked over at Harribel and Ulquiorra. He laughed at the sight.

"So it's come to this, Harribel?" he asked. Unlike Ulquiorra's emotionless tone, Grimmjow's had one of amusement. "Gotta give Ben credit if he's got you taking down Ulquiorra here for him."

Ichigo blinked at this. Ben? Fighting for him? What was going on here?

"Anyway, Harribel," Grimmjow said to her. "I wanna thank you."

Harribel narrowed her eyes as she looked at Grimmjow. "For what reason are you thanking me, Grimmjow?"

"For keeping Ulquiorra from Ichigo," Grimmjow replied. "Ichigo here's my prey. No one else's."

Ichigo grit his teeth. He had no time for this.

"Came to rescue your friend, huh?" Grimmjow laughed. "I believe you and I have a score to settle."

Ichigo raised his blade. It seemed that he had no choice but to get past Grimmjow. Hopefully whoever this woman was would be enough to hold Ulquiorra back.

Grinning, Grimmjow raised his hand against the wall and fired a Cero blast. It created a massive hole in the wall. Ichigo could see sunlight peeking through.

"What are you waiting for?" Grimmjow asked. "It's getting a little crowed in here." With that, Grimmjow flew towards the hole he made in the wall.

With no other choice, Ichigo followed in pursuit.

Once he was gone, Harribel drew her own blade and instantly blocked Ulquiorra's own sword as he came at her.

"Emotions make you weak, Tercera Espada," Ulquiorra told her firmly.

Harribel simply looked at him. "Emotions give me a purpose, Cuarta Espada."

* * *

Orihime was sitting her room, not sure what to do. Ever since she had come to Hueco Mundo, she had no idea what would be in store. But things had been considerable better when she met Ben Tennyson. Ben was the only form of comfort Orihime had in this dreary place.

It all began when Orihime and Ben had first met. Ben had asked her why she was in Hueco Mundo in the first place. Orihime had then remembered something Ulquiorra had told her before he had left her room. He had told her that there was a guest in Las Noches and that she was not to tell him that she had been forced to come and she was to tell this guest that she came of her own free will. It was obvious to her that Ben was this guest that Ulquiorra talked about. Orihime felt uncomfortable lying to her possibly new friend, but she was afraid that if she told Ben the truth, Ulquiorra was going to do something to him.

So she lied to Ben, telling him that she had come to help Aizen end the war between Soul Society and Hueco Mundo. Ben had displayed obvious confusion as to how she could help end the war. Orihime told him that her powers were to help. Ben was interested and asked her what her powers were. Orihime remembered what happened next very well.

**Flashback**…

"You have powers?" Ben asked. "Awesome! What can you do?"

"Allow us to show you."

Ben jumped slightly at this new voice that seemed to come out of nowhere. He looked around the room, apparently expecting somebody to jump out of hiding. But once he couldn't find anyone, he looked at Orihime.

"Did you hear that?" he asked.

"Of course she heard that, silly," another voice said. This one was feminine and sounded a bit playful.

Ben looked around the room again. Once he couldn't find anyone, annoyance started to show on his face.

"Alright," he said to the thin air. "Where are you?"

"Right here, big boy!" the voice called again, causing Ben to turn around and look at Orihime. He raised an eyebrow in confusion.

Suddenly a soft light glowed from Orihime's hairpins. Ben's eyes widened when he saw the hairpins turn into glowing lights that flew off Orihime's hair and suddenly floated in front of him. The lights dispersed and Ben found himself facing a group of fairies who were looking at him right at him.

"Hiya, Tennyson," said a red or pink haired female fairy wearing yellow goggles and an outfit that looked like a bathing suit. "Nice to meet you."

Ben blinked in confusion, then looked at Orihime in amazement. "You have fairies?" he asked her, his jaw dropping. Orihime had to giggle at how silly Ben looked.

"You got a problem with that?" asked a male fairy in black clothing and a scarf covering his face as he flew in front of Ben.

"Tsubaki," Orihime said softly. "Please don't be mean to him."

"Shut up, woman," the one called Tsubaki snapped at her. "It's thanks to you that we're in this mess in the first place!" Suddenly he punched her cheek.

"Owie!" Orihime cried out as she rubbed her now sore cheek.

Ben instantly snatched Tsubaki and brought him to eye level. "What is your problem?" he asked, obviously angry at what Tsubaki did.

The fairy said nothing, merely glaring back at Ben.

"You'll have to excuse him," said a blonde haired fairy in red clothing. "He's always in a grumpy mood."

"Shut up!" Tsubaki snapped as he struggled to get out of Ben's grip. "Let go of me!" he yelled to Ben.

"No, I don't think I will," Ben told him. In fact, Ben actually tightened his grip on Tsubaki. This only made Tsubaki angrier as he tried to get free.

Ben shook his head in disbelief. He looked over at Orihime. "So who are these guys?" he asked.

"Um," Orihime said, trying to find a way to explain things to Ben.

"We're the manifestations of Inoue's power," the blonde haired fairy said.

Ben blinked at this.

"Be quiet, Shun'o!" Tsubaki yelled to the blonde fairy. "It's none of his business!"

"Oh don't be such a stiff, Tsubaki," said the pink haired fairy. "This guy's a lot nicer than anyone else we've met here."

"Lily's right," agreed a male fairy with an eye patch. "He's the only one who's been nice to Inoue. I'm sure we can trust him."

A muscular fairy with a mask covering his bottom jaw nodded. "We wouldn't have appeared before him if we didn't trust him."

"Huh?" Ben asked Orihime's fairies.

"A real genius, you are," Tsubaki snorted. Then he let out a gasp of breath as Ben tightened his grip again.

"Sure thing," Shin'o told Ben. "There's a good vibe coming from you, Tennyson."

Tsubaki snorted at this and choose to ignore them.

"Uh," Ben said. "Could somebody tell me what's going on?"

A female fairy in a dress larger than her body floated up to Ben. "We apologize for all this confusion, Tennyson-kun." She told him. "I am Ayame."

She pointed to her fellow fairies. The first was the muscular fairy. "This is Baigon." Then she pointed to the one with the eye patch. "That's Hinagiku."

"And you already know who we are," The pink haired Lily said, indicating her, Shin'o and Tsubaki.

"See," the one called Shun'o said. "We help Orihime with her powers."

"Enough already," Tsubaki said abruptly, all the while glaring daggers at Ben.

Ben looked like he was about to lose it. "What? I'm not gonna hurt her if that's what you're thinking."

"Oh he's like that to everyone," Shin'o explained to Ben. "We just learn to deal with it."

"I don't see how," Ben told the blonde fairy. "This guy's a real jerk."

"Watch it, kid!" Tsubaki snapped at Ben, not at all intimidated by him despite the obvious difference in size.

"Well you are," Ben told him. "Orihime didn't do anything wrong and you just punched her for no reason."

"That woman needs to toughen up and stop being so weak," Tsubaki said firmly.

Sadness filled Orihime at Tsubaki's words. It was true. If she wasn't so weak, she could've been helpful to Ichigo and the others. Then she was aware that Ben had noticed her sad face.

Suddenly Ben let Tsubaki go. Before anyone could say anything, Ben reached out and touched what Orihime originally thought was a watch on his left wrist. She watched as the dial part suddenly shot up and Ben began twisting the dial. As he did, glowing, green images began to appear out of the dial. He stopped at one of the images and slammed the dial down. The room was suddenly filled with a flash of green light.

"What is this?" Tsubaki yelled as he covered his eyes. "Some kind of trick?"

Once the flash of light had stopped, everyone saw that Ben was no longer in the room.

"Tennyson-kun?" Orihime asked as she looked around the room. Did Ben run away after causing the light? She started walking over to where Ben was just standing. "Tennyson-kun?"

"Don't step on me!" A high pitched voice suddenly cried from below.

Giving a small yelp of surprise, Orihime jumped back. Confused, she looked down. And what she saw made her eyes widen. Where Ben was once standing now stood an inch tall creature that looked like a child's action figure. It resembled a small, metal man with bug wings sticking out of his back. Green circuits showed on the creature's metallic body. One large, green eye stood in the middle of the creature's head. The green dial from Ben's gizmo was on his chest.

"Tennyson-kun?" Orihime asked as her mouth dropped open.

The tiny creature nodded up at her. "Yep, it's me." He told her with a smile. "Call me Nanomech!"

"Whoa!" Shin'o gasped. "How'd you do that?"

Of course, the blonde haired fairy wasn't the only one. All the fairies were looking at Nanomech in complete shock. After all, they had never seen anyone with a power like that before. All their mouths were hanging open. Well, no one could tell if Tsubaki's mouth was open due to the scarf that covered his face. But he was wide eyed in surprise at least.

"You'll find out," Nanomech told them all. "But first…"

Suddenly before anyone could say anything, Nanomech flew up to Tsubaki and…

Thwack! Nanomech punched Tsubaki right on the nose.

Everyone else stared dumbfounded as a stunned Tsubaki reeled backwards, clutching his nose in pain. Groaning, he shook his head and glared daggers at Nanomech, who was floating in the air with a smug grin.

"You asked for it," Nanomech replied in a matter of fact voice.

Growling, Tsubaki launched himself at Nanomech, who instantly took a fighting stance. Tsubaki tried to punch his opponent, but Nanomech moved to the side, causing the black clothed fairy to punch the air. Nanomech took advantage of this to slam a kick into Tsubaki's back. Before he managed to hit the ground, Tsubaki stopped himself mid-fall and shot back up to slam his elbow in Nanomech's face. Dazed for a moment, Nanomech shook it off to continue the fight.

Orihime waved her arms frantically as Nanomech and Tsubaki began to do what appeared to be some kind of air wrestling. Tsubaki was taller but Nanomech was no pushover regardless of size.

"Shouldn't we do something?" she asked her other fairies as she tried to think about what to do.

"Let them go at it," Shun'o told her. "Besides, it's about time _somebody_ stood up to Tsubaki."

By now, Tsubaki had managed to grab Nanomech in a headlock. Despite his struggles, Nanomech couldn't get free. At first, Tsubaki thought he had won. That all changed when sparks of green electricity shot out of Nanomech's hands and gave Tsubaki a stinging zap. The fairy gave a yelp of pain as he let go of his shorter opponent. Nanomech took advantage of this and unleashed an uppercut that caught Tsubaki right under his scarf covered chin. Tsubaki's body actually did a loop-the-loop from the blow.

"Tennyson-kun! Uh, I mean Nanomech!" Orihime cried. "Tsubaki! Please don't fight!"

"Stay out of this woman!" Tsubaki yelled. "This is a fight between men!"

"Then why are **you** fighting?" Nanomech taunted Tsubaki, faking confusion.

The other fairies all roared with laughter while Orihime continued her feeble attempts to stop the two combatants. A ticked off Tsubaki tried to attack Nanomech, but Nanomech flew over him and pinned his arms to his back.

"Say uncle!" Nanomech taunted.

"Forget it!" Tsubaki shouted back as he tried to get his arms free of Nanomech's gift.

Grinning, Nanomech gave off a little electricity. He used only a small percent, making sure that it was more annoying than it was painful.

"Give it up, Tsubaki," Shin'o said with a grin. "The kid's got you beat."

Tsubaki refused to give in and tried to get loose. Deciding he had enough, Nanomech kept Tsubaki's arms pinned with one hand while touching the dial on his chest with his free one. In a flash of light, he was back to being Ben, while keeping Tsubaki pinned to the floor with his now big hand.

"Anybody got some rope or something?" Ben asked Orihime and the other fairies.

"We got him," Lily told Ben. "You can let go."

Doubtful, Ben reluctantly let go of Tsubaki. The male fairy tried to strike Ben, only to be held back by all the other fairies.

"Out of my way!" Tsubaki yelled as he tried to get at Ben, but Baigon and Hinagiku grabbed him so he couldn't move.

"Give it up, Tsubaki," Shin'o told him. "If Tennyson wanted to swat you, he would have. That Nanomech form of his was shorter than you, and he was still kicking your butt."

"Shut up!" Tsubaki shouted.

"It's the truth," Ben told him smugly. "I can turn into things way bigger than you. And I just whooped you with my smallest guy."

Tsubaki's eyes narrowed. Suddenly he turned into a beam of light that flew back to Orihime. He turned into two petals of her hairpins. The other fairies began laughing.

"Sore loser?" Ben asked.

"You don't know the half of it," Shin'o told him. "So come on, Tennyson. Spill. How did you turn into that Nanomech thing?"

"Well," Ben told the blonde fairy. "It's like this…"

**End of Flashback…**

And that was how Orihime had found out about the Ultimatrix. She and the fairies were speechless when Ben told them that he could turn into aliens. She remembered that she had excited and had asked Ben if he had encountered any little blue men. She was disappointed when Ben told her he hadn't, but he cheered her up by showing her some of the other things he could turn into besides Nanomech. She saw Swampfire, Goop, FourArms, ChromaStone, Big Chill, Water Hazard, and several others. Then, Ben used his forms to put on a show for her. He did fire juggling as Swampfire, bent into various shapes as Goop, exercises as FourArms, and just about anything else his forms could do. Orihime's spirits had lifted dramatically from when she had first arrived here. Orihime had felt so cheerful to actually make a friend in Hueco Mundo. Ben then left saying that he was going to be bringing another friend to meet her. Although Orihime had said it was okay, she couldn't help but feel nervous. If Ben had made a friend here, what would they be like?

Sometime after Ben left, Ulquiorra had returned to bring a damper on her raised spirits. He had revealed to her that Ichigo and her friends had come to rescue her. She was surprised, not able to believe that her friends had come to rescue her. But she didn't want to leave yet. She was determined to use her powers on the Hogyoku, the powerful object Aizen possessed, to erase it from existence. But her resolve started to crumble when she felt Ben's reiatsu suddenly vanish. Then she felt Chad fall but knew he wasn't dead. But things got worse when she felt Rukia fall. All she wanted now was to get out and help her friends. She had felt some relief when she felt Ben's reiatsu but there was still Chad and Rukia to worry about. But there was another problem as well. What would happen if Ben and Ichigo met each other? Would they fight each other? Or would they work together?

Instantly Orihime's thoughts were interrupted when she heard the door open. She turned around, expecting Ulquiorra, only to see a girl with long hair and three dots under one of her eyes. Her hands were covered by her long sleeves.

"Hello, Orihime," the girl said softly. "My name is Sun-Sun. I was sent to get you."

Orihime raised an eyebrow in confusion. "Did Ulquiorra send you?"

"It's okay, Orihime," Sun-Sun told her reassuringly. "You don't need to worry. Ben sent me."

Surprise was evident on Orihime's face. Ben sent this girl? Why would he…?

"Ben knows the truth about Aizen," Sun-Sun told her. "And he wants to help you get out of here."

Orihime felt hesitant. Naturally she wanted to help her friends. But how could she trust this girl?

"I know it may be difficult to believe me," Sun-Sun told her. "But I am on your side. And don't worry about your friends. My allies, Mila-Rose and Apache are going to help them."

Orihime was too confused. Who was this girl? What did she have to do with Ben? Why did Ben send her? And what about Chad and Rukia?

"What do you think you're doing here, Sun-Sun?"

Orihime and Sun-Sun turned to face the door. Standing there were two other Arrancar girls. If Orihime's memory served, they were Loly and Menoly, two girls who seemed very much attached to Aizen.

"I said, what do you think you're doing, Sun-Sun?" the girl named Loly asked. She was the one with black pig-tails and a rather revealing outfit. One of her eyes was covered by an eye socket like covering.

"I believe that is none of your business, Loly," Sun-Sun replied coldly.

"Oh I think it is my business," Loly told her. "Unless you want me to report to Aizen-sama, you'd better tell me what you're doing here."

Sun-Sun regarded her. "You do not scare me, Loly. Nor does your precious _Aizen_."

Loly and Menoly's eyes widened in shock. Orihime's own eyes widened as her mouth dropped open. Did she hear that right?

"Wha…what did you say?" Loly roared. "How dare you?"

She charged forward to hit Sun-Sun, but Sun-Sun used Sonido to dodge the attack and appear behind Loly. She drew her Zanpakuto, which looked like a Sai, a dagger like weapon that resembled the tip of a trident, and slashed Loly across the back with it. Loly hissed in pain. She turned around to try and attack, but Sun-Sun struck her other hand in Loly's face, causing the girl to go crashing backwards.

"Loly!" the other girl, Menoly, yelled. She was about to attack Sun-Sun when she suddenly appeared beside Menoly and struck her a blow. Menoly crashed into the wall.

"I shall say whatever I want about Aizen," Sun-Sun said. "He is not my master anymore."

Loly slowly got to her feet. Fury was in her eye.

"I don't believe this," she hissed. "Don't tell me you helping that worthless human Ben Tennyson!"

She suddenly shouted in pain as Sun-Sun slashed her across the stomach.

"If you insult Ben one more time," Sun-Sun warned her. "I will make you regret it."

Loly looked up at her angrily. "Aizen-sama will never let you get away with this!"

"So be it," Sun-Sun told her. "Aizen has no hold on me."

Orihime, Loly, and Menoly all gasped. Suddenly Sun-Sun appeared next to Orihime and grabbed her hand.

"Let us be on our way, Orihime," Sun-Sun told her.

Before Loly and Menoly could do anything, Sun-Sun used Sonido again. She and Orihime had vanished. Loly let out a shriek in frustration.

* * *

Meanwhile, Apache and Mila-Rose were having their own events take place. Apache had gone off to find the one who fought Aaroniero while Mila-Rose went to get the one who lost to Nnoitra. Once the two met up again, they took a look at who the other rescued. Apache was carrying on her back a petite Shinigami with short, raven black hair. Mila-Rose was dragging both Gantenbainne and a muscular giant of a guy with dark skin and messy black hair.

"That girl beat Aaroniero?" Mila-Rose asked in amazement when she saw the Shinigami girl that Apache was carrying.

"Surprised me when I saw her," Apache admitted. "But she was lying nearby Aaroniero's body. Looks like he brought her down with him."

"Or maybe the other way around," Mila-Rose suggested. "When Aaroniero sent that mental report before he died, he told everyone about this girl. I think her name is Rukia Kuchiki and she uses an ice Zanpakuto."

"Aaroniero's container was shattered and his heads were out of it," Apache told her. "Looks like this girl stabbed him there."

"That would do it," Mila-Rose said as she nodded. "That always was Aaroniero's weak spot."

"I can sense Harribel-sama," Apache said suddenly. "She's battling Ulquiorra."

"Harribel-sama will win," Mila-Rose stated. "She's the third Espada while he's just the fourth. There's no way he can win."

"I can also sense Ben," Apache said. "Seems he and Szayel are about to go at it."

Mila-Rose grinned. "If Ben can beat a jerk like Nnoitra, he can definitely beat a weakling like Szayel."

"Still," Apache admitted. "Szayel's pretty clever. And he's never been one to fight fair."

"Don't worry about it, Apache," Mila-Rose reassured her. "If anyone can put that quack in his place, it's Ben."

* * *

Well one definitely had to say that the fight that was about to take place was a bizarre one. On the one side, there was a man with a bizarre taste in fashion. On the other side was a massive crab with an intelligent vocabulary. If you didn't know these two personally, you would think that you had stepped into a bizarre dream. That or you had hit your head on something.

Slowly, wobbly, and angrily, Szayel managed to get back up to his feet. All of his Fraccion were gathered around him, showing concern for their fallen master.

"Get back!" Szayel hissed at them, causing his Fraccion to shrink back in fright. Once he was sure that he had enough space to breathe, Szayel turned a hate filled glance to the one who hurt him in the first place.

Brain Storm took a fighting stance, as best one could as a giant crab with a massive head, as he faced his opponent.

"So it seems I got careless," Szayel said, desperately trying to keep his voice even. Truth was, he was furious. Not only did Ben claim that he was smarter than him, but he also had the nerve to attack him.

"Careless?" Brain Storm asked incredulously. "My dear Szayel it was nothing of the sort. You are merely denying the fact that my electro encephalitic mind blast completely caught you unawares."

Szayel snarled. Now this giant crab was mocking him?

On the side lines, Renji couldn't help but smirk. Not too long ago, Szayel had been pulling the same mockery during their battle. It was nice to see the mocker get mocked for once.

"Don't get cocky for one minute!" Szayel shouted at Renji, noticing the smug look on Renji's face. "I'm still smarter than you!"

"I do not mean to be rude, Szayel," Brain Storm replied. "But I believe **I** am your opponent at this moment."

Szayel made an angry face at Brain Storm.

"You do understand," Brain Storm told him. "If you continue to create such atrocious facial expressions, you might succeed in making your face perpetually frozen in said expression. However, perhaps the alterations to your facial region might reveal to be an improvement."

Now Szayel was really getting ticked off. Uryu couldn't help but grin at Brain Storm's joke. Renji, Pesche, and Dondochakka on the other hand had no idea what he said.

"I am the smartest man in this room!" he snapped. "Your oversized head will not protect you from my wrath!"

"I fail to comprehend your statement when it is clear that I have not received even one minor form of affliction from you." Brain Storm countered.

Now it was Szayel's turn to grin. "Not yet!"

Suddenly Szayel's tentacles shot forward. Brain Storm's eyes widened for a moment. But then, the crab surprised everyone by doing a backflip in the air, allowing him to dodge the tentacles effortlessly. Before the tentacles had a moment to recede back, Brain Storm began falling back to the ground. He reached out and managed to give one of the tentacles a nasty pinch with his pincer. But that wasn't all he did as an electric blast shot from his pincer, through the tentacle, and electrocuted Szayel. Szayel yelled in pain as the electricity surged through his body. Desperately, Szayel began flaying his tentacle back and forth to try and shake Brain Storm. Finally, with a whip cracking sound, the tentacle sent Brain Storm flying off to the side and crashing into the wall.

"Ben!" Nelliel cried, running to his side.

Szayel grinned as he saw Brain Storm slump against the wall. "Where's that cocky attitude of yours now, Ben?"

Brain Storm managed to wobble himself upright, slightly supported by a concerned Nelliel.

Uryu had to admit that he was utterly baffled. Despite getting slammed into the wall, Brain Storm had proven to be capable of holding his own against the Espada. After all, he had done far more significant damage to Szayel than what Szayel did to him.

But Uryu found that he had no time to ponder when Szayel released that black liquid towards their group again. Brain Storm attempted to create another force field around everyone, but was only able to make one around himself due to still being dazed from hitting the wall. Nelliel was able to dodge the black liquid with her Sonido. She had gone over to where Szayel's Fraccion were, as Szayel had not released any of the liquid in their direction. Immediately the Fraccion freaked out and gave Nelliel a wide berth. Szayel wasn't thrilled about seeing Nelliel so close. His only hope was that Nelliel would stay out of the fight and allow Ben to fight on his own instead of helping him. Otherwise this fight would be over very quickly.

Renji, Uryu, Pesche, and Dondochakka were not as fortunate as Nelliel and Brain Storm were as the liquid landed on them. At first Brain Storm thought that the liquid would be similar to a poison or acid. But what he saw take place was far worse.

As soon as the black liquid came in contact with someone, it suddenly turned into an exact duplicate of whoever it landed on. The duplicates looked exactly the same as the originals except for a few minor details. Dondochakka's copies lacked polka dots on their backs and Pesche's copies were wearing pants instead of the loincloth that he wore. But another thing that Brain Storm noticed was that the copies also had X shaped marking around their pure white eyes.

"What the deuce?" Brain Storm asked as he saw this take place. Soon, the entire room was filled with copies of Renji, Uryu, Pesche, and Dondochakka. While he could see that the clones had minor differences in their appearance, there were so many copies that he couldn't spot his allies among them.

"Do you like it?" Szayel asked with a smile as he stood among his Fraccion "Pity I wasn't able to copy you and Nelliel, Ben. You're the only ones who will make this amusing."

Brain Storm grumbled as he analyzed the situation. These copies combined with Szayel's Fraccion left them vastly outnumbered. However, considering that Szayel didn't want his Fraccion to interfere that would at least prevent the situation from getting worse. He had to do something fast.

"Very well then, Szayel," Brain Storm said. "If you insist on sniveling behind your peons like the coward you are, then you leave me will no choice but to remove them from the field."

Szayel raised an eyebrow curiously.

Brain Storm opened his head plating again and unleash bolts of electricity all over the place. Many clones yelled as they started to get electrocuted.

"Predictable," Szayel dramatically sighed in disappointment. "I was hoping for something far more creative from you, Ben."

But Brain Storm had to be careful. He couldn't afford to hit all the copies at once, or he would wind up attacking his allies as well.

Meanwhile, the copies that Brain Storm hadn't attacked decided it was their turn to take the offensive. Everyone was dodging all over the place to escape the clones. Brain Storm, not wanting to electrocute his allies, was forced to defending himself with only his pincers. Soon, he was covered in copies of his allies. Having no other choice, Brain Storm unleashed a blast of electricity at them. Those copies were blasted off, but others came to take their place.

Brain Storm groaned in annoyance. Szayel on the other hand, was laughing his head off.

"Come now, Ben," he taunted. "I thought you said you were smarter than me. Was it all talk after all, you overgrown sea food?"

Brain Storm glared at Szayel as he struggled to fight off the numerous copies of his allies. Suddenly something powerful slammed into the copies, keeping them away from him.

"What in…" Brain Storm tried to say, only to see Nelliel appear before him. "Nelliel? What are you…?"

"Ben," She told him. "I will handle this. You must focus on your battle with Szayel."

Szayel snarled when he saw this. He knew he had to do something fast. Despite the years that had passed, Szayel knew that he did not stand a chance if Nelliel entered the battle. However, if he remembered correctly, Nelliel never killed no matter how despicable her opponent was. Perhaps he could use that to his advantage.

"Everyone!" Szayel yelled to both his Fraccion and the copies. "Focus all your attention upon Nelliel. I will deal with little Ben here."

The copies reacted immediately and started to charge at Nelliel. Calmly, Nelliel drew her sword.

"Pesche," she said. "Dondochakka. You and your allies must stay out of the way now."

"Hey!" Renji called, not liking that idea at all. But at that moment, Uryu stopped him by grabbing onto his shoulder.

"She's right," Uryu admitted. "There is nothing we can do right now. We'll have to leave it in their hands."

Unlike the clones of Uryu, Renji, Pesche, and Dondochakka, Szayel's Fraccion were not as eager to engage Nelliel in combat. They could easily tell that this woman was powerful and could probably beat all of them without having to break a sweat.

"What are you waiting for?" Szayel called to them. "Get her!"

Szayel's Fraccion flinched at their master's command. But they did fear what their master would do if they failed to obey. So, they took what they considered to be their last breaths and charged at the green haired Arrancar.

Nelliel wasn't even breaking a sweat as she began mowing down the copies of her allies with her sword. Since they weren't actually real, they couldn't truly die. This is the only reason Nelliel began to kill the clones. But that's when she noticed something happening. Whenever she slashed at a clone, it would disperse into liquid and then split into even more clones. Nelliel immediately saw that her Zanpakuto would be no good against these types of foes and resorted to using hand to hand combat.

Uryu frowned when he saw this. There were plenty of clones already and now they had the ability to make more of themselves.

"Forget about the clones!" he yelled. "Focus all your attention on Szayel. Once he's out, it is most likely that the clones will disappear!"

Szayel chuckled at Uryu's announcement. "That is correct. The clones I have created will only disappear if I allow them to, or if I am defeated. However, it is impossible since you have no hope of defeating me."

"I am pleased to see that you are so confident, Szayel," Brain Storm told him. "But victory shall not be granted to such a self centered degenerate like yourself."

Szayel's eyes narrowed. "You continue to boast that you are smarter than me, yet you have done absolutely nothing to prove this foolish claim of yours."

"Oh, contraire, my dear Szayel," Brain Storm replied. "I have succeeded in making a mockery of you no less than around four to five times during our little conflict, while you have failed to provide me with even the slightest antiquate challenge."

With that, Szayel shot his tentacles forward again. This time, instead of jumping backwards, Brain Storm decided that forward was the best approach. So, putting all his weight on his six legs, Brain Storm leaped forward. He was able to dodge Szayel's tentacles and slammed into Szayel himself. The force sent the two of them tumbling to the floor. Szayel felt his anger bubble as he found himself once again on the ground. Not only that, but now he had Brain Storm on his stomach.

Brain Storm looked at his opponent for a moment. Then he pinched Szayel's nose with one of his sharp pincers. Now not an even an Arrancar would enjoy their nose being pinched and Szayel was not exception. He gave a yelp of pain, which brought satisfactory to Brain Storm. But that satisfactory was short lived when Szayel punched him in the face. The blow sent Brain Storm off Szayel. Szayel was both mad and indignant at the fact that Ben had the nerve to do such a ridiculous thing as pinching his nose. Brain Storm tried to get up but found himself wrapped up in Szayel's tentacles.

"I have you now, Ben," Szayel grinned as his tentacles started to smother his opponent. "And I have a surprise in store for you."

But whatever that surprise was, Szayel didn't get to reveal it. For his wits were shattered when he felt a huge surge of electricity coursing through his body. He struggled to cover Ben more with his tentacles, so Brain Storm countered by increasing the charge of his blasts. Unable to bear the pain, Szayel quickly removed his tentacles from Brain Storm, who looked very disgusted at having been just about suffocated.

"That was rather revolting," Brain Storm groaned as he got back to his feet.

Szayel snarled at his disproportioned opponent. Normally he would develop immunity to his opponent's techniques. However, this was done through him analyzing his opponent's reiatsu. Unfortunately, he couldn't do the same with Ben's attacks for that very reason. Although he was able to analyze Ben's reiatsu, his electrical attacks weren't fueled by reiatsu at all. Judging from his observations, Szayel concluded that Brain Storm was able to create non-reiatsu based electricity somehow through mental concentration. Because the electricity was natural instead of spiritual, he could not become immune to it as he could if he had been battling foes like Shinigami, Hollows, or fellow Arrancar.

"Ben!" Uryu yelled. "You don't have time to play around. You need to finish him off."

Brain Storm frowned, sparing a glance over at Nelliel. He instantly saw that she was in a rather tough spot, as she was surrounded by clones of their friends. It was only the sheer number of them that posed a challenge to her. She was having the hardest time with the Renji clones, for Brain Storm saw that they had swords that could extend themselves like whips.

"As much as I have enjoyed matching wits with you, Szayel," he told his opponent. "I believe now is the right moment to bring this conflict to an end."

Szayel laughed at Ben. "Really? You seem to think that you're the one holding all the cards, Ben."

"I do not need to be holding any cards to defeat someone as lowly as you, Szayel."

"Come now, Ben," Szayel taunted. "Do you honestly believe that you have the means to defeat me?"

"It is a matter of fact," Brain Storm replied.

"Then prove it," Szayel challenged.

Now it was Brain Storm's turn to smile. "Gladly."

Before Szayel could say anything, Brain Storm launched forward again. However, Szayel was more prepared for this maneuver and brought his tentacles out to block his adversary. But this time, instead of slamming into Szayel, Brain Storm unleashed twin bolts of electricity from his pincers. Szayel braced himself for the electricity as it surged through him. But before he could take another course of action, Brain Storm opened his head plating and shot bolts of electricity out of his brain again. Szayel began to shout as the triple electric blast shocked him.

Suddenly Brain Storm suddenly stopped his attack.

"Renji!" Brain Storm yelled. "Uryu! Pesche! Dondochakka! I'm certain that you all would enjoy assisting me putting this ruffian in his place"

"Why?" Renji asked.

"Want to take him down in one blow?" Uryu asked, figuring that had to be the reason for Brain Storm's request.

"Positively," Brain Storm replied. "But time is of the essence."

As he said that, Brain Storm shot another look at Nelliel. In order to prevent more copies from being made, Nelliel had no choice but to hold back her true power. And if she continued to hold back, she would overrun by the numbers that were already there. Brain Storm knew that continuing one on one with Szayel now would not be good for Nelliel. But if the others aided him, they could wrap this up immediately.

"We'll go help Nelliel-sama!" Pesche and Dondochakka yelled to Renji and Uryu. "You guys go help Ben!"

Brain Storm nodded in understanding then turned to face Renji and Uryu. "Shall we?"

Renji nodded. "You got it!" Suddenly he began swing his chain whip like sword, fully extended, in a huge, rotating circle. Before the Eighth Espada could do anything, Renji swung his chain-whip like sword wildly. Suddenly both Renji and Szayel were wrapped up together.

"What the deuce?" Brain Storm asked utterly baffled by what Renji was doing.

"Don't worry," Uryu whispered to Brain Storm. "Abarai and I already have a plan. I'll let you know what's going on in a minute." Then suddenly he vanished.

Brain Storm found himself confused by Uryu's words. But before he could even attempt to make sense of his comrade's words, he suddenly heard Renji shout out:

"Hadou No. 31 Shakahou!"

Brain Storm had to shield his eyes when suddenly Renji and Szayel were covered in a massive explosion.

"Buaah!" Szayel yelled as he stepped out of the smoke caused by the explosion. His clothes were ruined and parts of his skin were burned. And he was definitely not in a good mood. That much was evident as he snarled at Renji.

"This Shinigami lowlife is trying to make a fool out of me!"

"That's not particularly difficult, my dear Szayel," Brain Storm mocked. "Even the most microscopic forms of life are capable of making a fool out of you."

Szayel's anger skyrocketed at Brain Storm's taunting. "You little…! I'm gonna…"

"I'm afraid you won't be doing anything right now,"

Brain Storm and Renji both saw Uryu standing a good amount of distance from behind Szayel. He was holding what appeared to be a grey handle of some sort with a glowing blade.

"If you took Abarai's attack, regardless of whether it succeeded or not, you'd retreat in the opposite direction from him and create some distance," Uryu said to Szayel. "You seem to like looking down on your opponents. When you take an attack, you have a habit of putting just enough distance between you and your enemy so that their attacks can't reach you."

Despite being furious just a few moments ago, Szayel found himself amused at Uryu's words.

"So what?" he asked Uryu. "You, too, seem to rather enjoy taking your enemies from behind. So do you think you've won, quincy?"

Uryu smiled as he tilted the blade downward. "Yes, I think I have." With that, he plunged the blade into the ground.

Suddenly the smoke cleared to reveal that there were several of those energy blades in the ground. And they were placed at various angles in the floor around Szayel. Once Uryu planted the last blade in the ground, light shot out of the blades, coursed across the ground and connected to Szayel. They made a pentagon shape with Szayel in the middle.

"Ben," Uryu called to him. "Can you charge up your electricity into one big blast by any chance?"

"Of course," Brain Storm replied. Uryu grinned at that.

"Good," he said. "I want you to charge up your electricity into a massive ball of electrical energy. When I give the signal, I want you to release everything you've got."

Brain Storm nodded. "It shall be done." He replied. He opened his plating again and began to concentrate. Electrical energy began to form into a ball that continued to increase with the more thinking power that Brain Storm put into it.

"Impossible," Szayel said to Uryu as he analyzed the trap he was in. "The reiatsu of your weapons was supposed to be sealed."

Uryu grinned at him as he pulled out what appeared to be a tiny little bottle. "It just goes to show, there are things in this world that you do not know of. Just so it's easy to understand, I shall explain your current situation to you using your language. Hasta Aqui, Szayel Aporro Granz." With that, he tilted the bottle over the blade he planted.

"Ben, now!" Uryu yelled.

"Nooooooooo!" Szayel yelled.

Brain Storm released the ball of electricity, which had grown to almost twice the size of Brain Storm himself, which shot out in the form of a gigantic beam of lightning. The lightning collided with Szayel right before the silver liquid landed on the blade next to Uryu. The Eighth Espada was engulfed in an explosion of light and electricity. But Brain Storm knew that this had to be the finisher, so he threw every ounce of willpower he had and unleashed all the electricity he could make. Szayel's screams could be heard from the explosion.

"Szayel Aporro-sama!" Cried the members of Szayel's Fraccion who were actually conscious. They dashed over as weakly as they could to their master.

No sooner had the explosion take place did all of the clones fighting Nelliel and her Fraccion disperse into liquid form again. Nelliel let out a sigh of relief while Pesche and Dondochakka began cheering wildly. Uryu calmly walked over to Brain Storm, who looked exhausted.

"You know, Ben," Uryu told him. "If you had just let Nelliel fight Szayel in the first place, this probably would've been over by now."

Brain Storm turned back to Ben, who looked a little worn out and a bit sheepish. "Yeah," Ben told him while scratching the back of his head. "I realize that now."

"I knew Ben could win," Nelliel said. "That's why I let him fight Szayel. Ben can do anything."

Ben blushed at her words.

"By the way," Pesche said. "What was that technique just now, Uryu?"

"That's what I'd like to know," Ben agreed. "That was awesome!"

Uryu grinned at the compliment. "Sprenger," he explained. "Using my Seele-Schneider and a silver vial, you destroy whatever is inside the sketched formation. Seele-Schneider is equipped with a function that stores spirit particles in its pommel for when you fight enemies if you disperse them. By expending the stored particles, you can temporarily restore the blade. Using that, you draw the Quincy Zeichen on the ground. Then, by pouring a drop of the enriched spirit particles inside the silver vial onto it, you trigger an enormous explosion inside the arrangement."

Ben had a zoned-out look on his face. Uryu frowned. "You have no idea what I just said, do you?"

"Not a clue," Ben answered. Nelliel giggled while Uryu rolled his eyes.

"It's powerful but it takes a lot of time to prepare," Uryu went on. "So you can't use it directly in one-on-one fights. That is, unless you have a helper that you can depend on." He looked over at Renji, who was lying on the ground.

Renji grinned as he weakly looked up at his friend. "Ha," he said. "Flattery will get you nowhere."

Uryu grinned at him. "I assure you my gratitude is sincere."

Taking a sigh of relief, Ben looked around the room. The whole place was a mess. Half of Szayel's Fraccion were unconscious, courtesy of Nelliel. The other half had gone to check on their master. The clones, on the other hand, were now puddles of liquid. But what about Szayel?"

Ben noticed the smoke caused by Uryu's Sprenger was starting to clear up. That's when he saw Szayel collapsed on the ground. He wasn't moving. His conscious Fraccion were gathering around him, while looking at Ben and the others with both hatred and fear.

"Is he dead?" Ben couldn't help but ask. He wanted to avenge Nelliel, but he didn't want to kill anyone.

"He isn't," Nelliel reassured him. "Don't worry, Ben."

Ben relaxed. At least Szayel would know better than to try and mess with him and his pals again. He decided that he would leave Szayel to the care of his Fraccion.

Renji slowly got back up to his feet. "So, should we finish him off?"

"No!" Ben shouted, startling Uryu and Renji. "We don't need to kill him. We beat him and that's all that matters."

Renji wanted to argue but Uryu stopped him. "Ben's right," he told him. "Szayel's out of the way, so we need to focus on finding Inoue."

"Ishida-kun! Abarai-kun, Tennyson-kun!"

Everyone jumped at this new voice. It seemed to be coming from above. Everyone looked up to see two figures standing near the hole Ben had made when he was Armodrillo. They could see that it was Orihime and Sun-Sun.

"Inoue!" Uryu called to her.

"Sun-Sun!" Ben cried. "Good job!" He gave her a thumbs up. Sun-Sun smiled behind her sleeve at the congratulations Ben gave her. Then he noticed the long, white dress Orihime was wearing. "What's with the new threads, Orihime?"

Orihime frowned. She remembered that Ben had left before she had put her new dress on. The one she was told to wear to symoblize her joining the Arrancar.

Sun-Sun noticed the bothered look on Orihime's face. "Aizen made her wear it," she told Ben.

Ben frowned. "Well don't worry, Orihime. We're gonna put Aizen in his place."

Renji shook his head. "Bad idea."

Ben was about to ask why when Orihime and Sun-Sun dropped down from the hole. Sun-Sun managed to land perfectly while Orihime stumbled after she landed and fell on her backside. Instantly, Uryu walked over to her and helped her back on her feet. Sun-Sun looked around the room and saw Szayel lying on the ground with his Fraccion scattered everywhere.

"I believe this is your handiwork, Ben," Sun-Sun guessed.

Orihime gasped at the sight. "Tennyson-kun. You did this?"

"Hey!" Ben exclaimed. "It's not my fault."

Everyone looked at him.

"Okay, it wasn't _entirely _my fault," Ben admitted.

"Who are you anyway?" Renji asked Sun-Sun.

"I'll explain everything later," Ben told Renji. "Let's go ahead and get out of here."

Everyone nodded in agreement at that. Renji looked up at the hole in the ceiling. "Looks up we're going up." He said as he picked up his sword. Suddenly he disappeared and reappeared on the floor above them. "Come on!"

Uryu picked up picked up Orihime bridal style, much to her embarrassment. He used a similar move and appeared at the top. Sun-Sun used Sonido to reach the next floor. Nelliel did so while carrying Pesche and Dondochakka. Ben reached for his Ultimatrix to use Jet Ray. However, just as he was about to activate it, he suddenly felt the urge to run. Run? Why would he want to run? Deciding to find out for himself, Ben started to run. And no sooner had he kicked off the ground did he suddenly became a green blur that run up the wall and now stood among his newfound friends. Ben was utterly speechless as his brain tried to comprehend what just happened. Somehow he had just moved at fast speed. Of course, what he just did was nothing compared to XLR8's speed, but that didn't change the fact that somehow he just did that in his human form.

"Ben?" Nelliel asked with her mouth hanging open.

"How…how did you do that?" Sun-Sun asked.

"I think that's a question we all want to know," Renji said. "Kid, you need to start talking."

* * *

As Ben and the others started walking on the upper floor, they were unaware of what was going on back at the floor they were just on. In fact, even Szayel's own mourning Fraccion were unaware. Otherwise they would have noticed Szayel slowly twitching his finger.

_Curse you!_ He screamed in his head, as he was not able to speak at the moment. _Curse you, I'm not done yet! I'll make you suffer for this! I'll make every last one of you suffer! Especially you, Ben Tennyson! I'll make you experience a living Hell!

* * *

_

But Ben and his pals were unaware of this. Instead, they had been preoccupied with Ben telling them about his Ultimatrix and how his adventures in Hueco Mundo. Uryu and Renji listened like little kids at story time as Ben told them about his experiences, how he met his friends, and how he made plenty of enemies. But they were really speechless when they learned that Nelliel used to be the third Espada and that Ben was a Fraccion to the current third Espada.

"And she seriously wants to betray Aizen to help you?" Renji asked with his jaw hanging.

Ben nodded. "She does," he told him.

Uryu felt respect for Ben. This guy had managed to turn two of Aizen's most powerful Arrancar, Nelliel and Harribel, against him. Not only that, but the fact that Ben was able to hold his own against people like this Nnoitra character Uryu had just been told about showed how skilled Ben was.

"But there's one thing I don't get," Renji said. "If you're just an average human without that Ultima-thing, how did you do that speed trick?"

"How should I know?" Ben asked back. "I just suddenly had this urge to run and the next thing I know I'm a blur of motion."

Nelliel had been deep in thought ever since Ben's little speed display. It reminded her of during the battle she and Ben had against Nnoitra. The part when Ben had been able to heal from his wounds far too fast. And that speed reminded her a little of that speed form Ben had called XRL8.

"Ben?" she asked him.

"Yeah?" Ben asked her in return.

"Do any of your forms have regeneration?" she asked.

Raising an eyebrow, Ben nodded. "Yeah, Swampfire. He can regenerate. Why?"

"Nothing," Nelliel replied. "Just curious."

_Something's happening to Ben. _She thought. _Somehow he's able to access parts of his powers without needing to use the Ultimatrix. Does his spirit energy ha_ve _something to do with it?_

"Well," Renji said. "We got Inoue. Let's find the others and get out of here."

"We need to find Apache and Mila-Rose first," Sun-Sun told them. "They went to help two of your friends who got hurt against Nnoitra and Aaroniero."

Uryu and Renji looked at each other. They were pretty certain that the two Sun-Sun was talking about were Chad and Rukia.

"What about Kurosaki?" Uryu asked. Ben noticed Orihime clench her hands and worry was easily showing on her face. Was this Kurosaki guy her boyfriend? Also, who exactly was this Kurosaki guy? He had to be the one who had been about to run into Ulquiorra.

"Harribel is helping him," Ben told them.

Suddenly Sun-Sun frowned. "Oh no," she said quietly.

"'Oh no?'" Ben asked her. "What's 'oh no?'"

"The last intruder, this Kurosaki I believe," Sun-Sun said. "Is battling Grimmjow."

Ben slapped his forehead. "Oh great," he groaned. "First Ulquiorra, now Grimmjow."

The worry on Orihime's face got worse. Both Ben and Uryu noticed this.

"Don't worry, Inoue," Uryu reassured her. "I'm sure Kurosaki can handle him."

"Well," Sun-Sun said as she too tried to encourage Orihime. "Grimmjow is only the Sixth Espada while Ulquiorra is the Fourth. Kurosaki has a better chance of defeating Grimmjow than Ulquiorra."

"What about Harribel?" Ben asked.

"She is battling Ulquiorra as we speak," Sun-Sun explained.

Ben frowned as he looked at the ground. Right now it looked like he had three choices. One: go and help Harribel deal with Ulquiorra. Two: Help this Kurosaki guy with Grimmjow. Three: Get Orihime and her friends to Apache and Mila-Rose.

"I suggest we split up," Uryu said, snapping Ben out of his thoughts. "I'll go help Kurosaki."

"I'm coming too," Orihime said suddenly.

Uryu's face softened as he looked at her. "Inoue, I…"

"Please," she pleaded. "Please let me."

Uryu sighed. "Very well," he said. "I'll take you."

Orihime gave a small smile. "Thank you, Ishida-kun."

"I am willing to take anyone of you to see your allies," Sun-Sun volunteered.

"I'll go," Renji said. "I need to make sure Rukia's okay."

"And Chad," Orihime pointed out.

Renji nodded. "Him too,"

Ben thought about his decision for a moment. "I'll go help Harribel."

Everyone looked at Ben.

"Ben," Sun-Sun replied. "Harribel-sama is the third Espada. I'm sure she can handle this."

"Maybe," Ben admitted. "But I'm not taking a chance. No offense to Nelliel, but Nnoitra had gotten the better of her and he was just the eighth Espada at the time."

Nelliel nodded quietly as she looked at the ground, remembering those events perfectly in her memory.

"Ben," Uryu said. "Are you sure?" You'll be going up against the fourth Espada."

Ben grinned. "I've beaten Nnoitra and he was the fifth Espada." He said. "Four's just one number lower than five."

Sun-Sun frowned and worry was plain on her face. "Ben. Ulquiorra is beyond Nnoitra's level. Do not underestimate him."

Ben smiled at her. "Don't worry about me." He said.

Nelliel bit her lip. She couldn't bear the thought of losing Ben. "I'm coming with you." She stated.

"That's a good idea," Uryu pointed out. "Ben and two Espada level Arrancar can easily take down just a single Arrancar even if he happens to be an Espada."

"We're coming too!" Pesche and Dondochakka cried.

Nelliel shook her head. "I'm sorry you two. But I need you to stay out of this one."

"But Nelliel-sama...!" the two Arrancar cried.

"Please," Nelliel told them. "Please do this for me. I want you to go with Sun-Sun and Renji. You can help them."

Pesche and Dondochakka looked at each, then they looked at the ground.

"Yes, Nelliel-sama." they both replied.

Ben grinned. "Then it's decided. Okay team. Let's do this!"

And so everyone began to take off in different directions. However, Sun-Sun had warned Nelliel that she would never forgive her if anything happened to Ben.

This warning and many other thoughts began to jumble inside Nelliel's head. She already knew that she was in love with Ben. That was for certain. But Nelliel just couldn't tell if Ben felt the same way as her. Ben cared about her obviously, but she didn't know if his feelings could be classified as love. And it didn't help matters that four other women wanted Ben's heart. Personally, the only one that Nelliel truly saw as a threat was her successor, Tia Harribel. She was beautiful, powerful, and she didn't beat around the bush. For the moment, all Nelliel could do was hope that Ben saw or could see her as something far more than just a friend. It didn't help matters that they were going to help the person who Nelliel saw as her greatest rival for Ben.

* * *

Back in the throne room, Harribel and Ulquiorra continued their clash. But Ulquiorra had detected something in Harribel's movements long ago. He decided that he would bring up the matter.

"You are holding back," he stated. "Why?"

Harribel did not say anything as she blocked another one of his blows.

"You are far more than this, Harribel," Ulquiorra told her. "So why are you holding back your power?"

Harribel continued to ignore him as she struck a downward slash. However, Ulquiorra was able to dodge the attack. But only by a hair.

"I see," Ulquiorra said. "I understand now. You are holding back because of Ben. Are you afraid of what he'll think of you if you kill me?"

Harribel's eyes narrowed.

"You are an Arrancar and he is a human," Ulquiorra continued. "To do something as foolish as fall in love, and with a human of all things, is preposterous. I am disappointed that you, the one Espada I truly respected, would allow such a thing to happen to you."

"That is your opinion," Harribel said. "I do not regret it. Ben brought meaning"

"Meaning Ulquiorra asked her. "I see that Ben has damaged you far more than I have anticipated. You exist only for the will of Aizen-sama."

"It seems that you have forgotten, Ulquiorra," Harribel replied. "If you believe that your mind games will affect me."

"I am merely stating facts," Ulquiorra said to her. "Ben would've made a great ally. Now he is nothing more than one more trash to be destroyed."

Harribel was silent at first. Then when she spoke: "Shall we?"

Ulquiorra looked at her. "Of course."

With that, the two of them flew towards the hole that Grimmjow had made.

* * *

Outside, things were getting hectic for Ichigo. He should have known that he and Grimmjow would come to blows again. But he had been hoping that he would at least get to Orihime before any of that happened. Now he was forced to battle his Arrancar rival yet again. But just as the two were about to clash again, he became aware of two powerful reiatsu. The reiatsu of Ulquiorra and that woman Harribel. He looked behind and saw the two. They were apparently heading to the top of the dome. Why?

"Oh great," Grimmjow said. "Looks like things are really getting good. Hey, Ichigo! Wanna know why they're heading out?"

Unable to help himself, Ichigo turned to look at his opponent.

"Cause one of the big rules is that the top four Espada ain't allowed to use their released forms inside the dome," Grimmjow replied. "Cause any one of them could destroy this whole place."

Ichigo's eyes widened, his jaw dropped, and his stomach clenched. Destroy all of Las Noches?

* * *

Meanwhile, Mila-Rose and Apache, who had been relaxing after sensing Ben's victory over Szayel, had become aware of Harribel and Ulquiorra's ascending.

"So Harribel-sama's decided to go all out," Apache grinned. "Ulquiorra won't stand a chance."

* * *

As if right on cue, Ben, being led by Nelliel had found himself outside. He managed to see Harribel and Ulquiorra flying towards the top of the dome. Quickly, he activated the Ultimatrix and turned into Jet Ray.

"Get on!" he called to Nelliel. Eagerly, Nelliel grabbed onto Jet Ray's back. Trying to ignore the feeling of Nelliel's body pressed right up against him, Jet Ray took off after the two combatants.

* * *

Meanwhile, Harribel and Ulquiorra had blasted a hole in the roof of Las Noches. Once they were out of the dome they faced each other. Rather than speak to each other, they both said at the same time…

"Enclose, Murcielago!"

"Attack, Tiburon!"

**End of Chapter**


	10. The Las Noches Battle Royale

Disclaimer: Ben 10 and Bleach do not belong to me no matter how much I wish they did.

**Alright everyone, the chapter is finally here.**

**I bet a lot of you are wondering why Ben has not captured the DNA of any of the Arrancar or Shinigami. This is because the Ultimatrix still detects their human DNA and therefore does not see them as new specimens. It is similar to why the Omnitrix did not capture the DNA of the DNAliens from Alien Force. **

**However, he is able to detect damage, similar to how he could scan the DNAliens. This is how he could scan the damage on Nelliel's mask and restore it. The Ultimatrix thinks the Arrancar are human. Albeit humans with unusual features to them.**

**Now on with the show…**

The Las Noches Battle Royale

Apache and Mila-Rose had taken Gantenbainne, Chad, and Rukia to the medical room of Las Noches. They had lied to the medical Arrancar, saying that Aizen wanted the two intruders alive for interrogation. Now the two were standing guard next to the door. It wouldn't take long for all of Las Noches to figure out their betrayal. The two of them vowed that even if they were to die, they would take down as many foes as they could.

Sensing spiritual pressure nearby, the two got ready to fight. But they relaxed when they recognized Sun-Sun's reiatsu.

Sun-Sun soon appeared before them along with her three new allies. She introduced them to her companions; Renji, Pesche, and Dondochakka. Sun-Sun assured her teammates that the three were their allies now. Pesche and Dondochakka explained that they were Nelliel's Fraccion and told the girls about what Nnoitra and Szayel had done to Nelliel so many years ago. Renji had wanted to go in to check on Rukia and Chad, but the three girls stopped him. They explained that he might give their cover away and bring all of Las Noches down on them.

"How's Ben?" Apache asked Sun-Sun.

"He's gone with Nelliel to help Harribel-sama," Sun-Sun explained.

"Why?" Mila-Rose asked. "Harribel-sama can take care of herself. Besides, Ulquiorra doesn't stand a chance against her."

"Ben's just being careful," Pesche told her. "Nnoitra is weaker than Nelliel-sama, but he got her with a trap that he and Szayel set."

"But if Nelliel's the former third Espada and Harribel is the current third Espada," Renji pointed out. "They could defeat this Ulquiorra guy with no problems."

"Ha!" Mila-Rose laughed. "Harribel-sama could beat Ulquiorra without even trying. She won't need Nelliel's help."

"Well, Nelliel-sama could more than hold her own against Ulquiorra don't cha know?" Dondochakka said, while glaring at Mila-Rose.

Apache narrowed her eyes. "Are you saying Nelliel is stronger than Harribel-sama?" she asked edgily.

This got Mila-Rose and Sun-Sun's attention. They tensed, as did Pesche and Dondochakka. Apache, Mila-Rose, and Sun-Sun were certain that Harribel was stronger. Pesche and Dondochakka were certain that Nelliel was stronger. And they looked ready to fight each other over it.

Renji slapped his forehead. "Look," he said. "Right now we need to heal Chad and Rukia, find the others, and then get out of here."

His attention was drawn when he felt two powerful reiatsu suddenly skyrocket. "What the…?" he started to ask.

The girls looked at each other solemnly. "Harribel and Ulquiorra have entered their Resurreccion." Sun-Sun said.

Renji gulped after hearing that. All that power and they were only the fourth and third Espada?

* * *

Aizen sat in his throne room, musing over all the recent events that had occurred. First, Ichigo Kurosaki and his companions had invaded Hueco Mundo. Shortly after that, Aaroniero died. Harribel had betrayed Aizen and just recently Aizen felt Szayel's reiatsu drop greatly. It was Ben's doing, alongside the Quincy Uryu and Lieutenant Renji. Since Ben was there, it meant that he had defeated Nnoitra. So two of the Espada had fallen to Ben.

_You intrigue me, Ben Tennyson. _

"Having fun, Aizen-sama?" Gin asked as he walked over to him.

"Fun, Gin?" Aizen asked him, despite the fact that amusement was plain on his face.

"You love this sort of thing, don't you?" Gin asked him with a grin. "How Ben's just gone and turned everything around?"

Aizen closed his eyes but the amused smile never left his face. "'Turned everything around?' No, Gin. All he has done, as the saying goes, is delay the inevitable."

"Oh?" Gin asked. "And what about Harribel and Ulquiorra?"

"It seems the two of them have decided to go into their released states," Aizen replied. "Cuatra vs. Tercera. This should be amusing."

At that moment, the two felt a disturbance in the air. The disturbance from Arrancar using Resurreccion. And Aizen knew which two Arrancar had just released their power. His smile widened.

"And so it begins."

* * *

Baraggan snarled as he too felt the disturbance. His Fraccion were all aware of it as well.

"What's going on?" Nirgee asked.

"Harribel-sama and Ulquiorra-sama have entered their released forms," Findor observed. He looked at Baraggan. "My lord, could it be?"

"Yes," Baraggan seethed. "There is only one reason why Ulquiorra and Harribel would be fighting. Harribel has decided to betray us."

The rest of his Fraccion stared at him in shock.

"I don't understand," Ggio said. "Why would she…"

"Because of that worthless human filth!" Baraggan roared. "It's obvious that she's betrayed us for him!"

"Ben Tennyson?" asked Choe Neng Pow. "Why would she risk the wrath of Aizen-sama for him?"

"Because she's weak," Baraggan stated. "She let that boy get into her head and turn her against us all. Ulquiorra better make sure to kill that wench. I'd say painfully and slowly, but that's not his style. Shame really."

Meanwhile, Charlotte was worried for Ben. He was pretty sure that Ben might step in to help Harribel against Ulquiorra. Despite being able to defeat Nnoitra, Charlotte was certain that Ben had a way to go before he was ready to fight somebody like Ulquiorra. He didn't notice that Avirama Redder was looking somewhat uncomfortable as well.

* * *

Starrk was sleeping yet again. Twice he had been rudely awoken. The first was because of a massive tremor that was felt all around Las Noches. The second was when Lilynette woke him up to tell him about Aaroniero's death. Now all Starrk wanted to do was go back to sleeping. Sadly his sleep was rudely interrupted by a foot that suddenly slammed onto his face. This woke him up with a jolt as he turned to face the only person responsible: Lilynette.

"What is it now, Lilynette?" he asked groggily. Aside from Aaroniero's death, what else was bothering her?

That's when he noticed that Lilynette had a rather grave look on her face. Worse than the one she had when she told him about Aaroniero's death.

"It's Harribel and Ulquiorra," She told him in a quiet voice. "They're fighting."

Well that was more than enough to get Starrk's attention. Now that he was more awake, he could sense the incredible power that had been released from the two. He let out a groan of annoyance.

"Well I'll be," He said as he threw himself back onto his pile of pillows that he was sleeping on.

"Tell me, Starrk," Lilynette asked while folding her arms across her chest. "Why are Harribel and Ulquiorra fighting?"

Starrk thought about it for a moment. Not that he had to take long. Despite his lazy and rather unconvincing appearance, Starrk was quite intelligent. And he knew that there would be only one reason why Harribel and Ulquiorra would be fighting.

"Harribel's betrayed us," he told Lilynette.

Lilynette felt her whole body freeze up. Her jaw dropped, her one visible eye widened, and her arms fell at her side. At first that was all she did for a brief moment. Then she exploded.

"What?" she shrieked. "Why would she betray us? There's no way she'd join the Shinigami's side!"

Starrk thought about it for a brief moment. Then he looked at Lilynette.

"I don't know if he meant to or not," Starrk replied. "But I'm sure Ben's got something to do with it."

Lilynette blinked. "Does that mean Ben's betrayed us too?"

Starrk sighed. "Looks like it."

Lilynette didn't say anything for the moment. She simply bit her lip and looked at the ground in silent anger.

* * *

Jet Ray and Nelliel were soaring to the hole that Ulquiorra and Harribel had made when a powerful force struck Jet Ray, sending him tumbling downwards. The ground was coming up to him and Nelliel fast. With all the willpower he had in him, Jet Ray was able to stop himself from hitting the ground. He was so focused on stopping that he hadn't realized that Nelliel had had pressed her body closer to him to keep herself from falling. Instead, Jet Ray looked at the source of what sent him flying backwards in the first place: the hole in the dome.

"What was that?" he asked, still shaken up from being blasted backwards.

"Harribel and Ulquiorra," Nelliel explained to him. "They have unleashed their Resurreccion."

Jet Ray's eyes bugged out. Just by entering their released states was enough to blast him backwards?

"Wow," He commented. "Nnoitra's released state was nothing compared to theirs."

_They are quite impressive. _Nelliel thought to herself. _So this is the power of my successor. Hopefully my own power has fully returned._

Meanwhile, Jet Ray looked up at the roof hole. Worry and concern evident on his face.

"I hope she's alright," He said as he continued flying.

Nelliel looked down glumly at these words and unconsciously tightened her embrace on Jet Ray.

_Calm down. _She told herself. _You're worried about Harribel too. Don't start jumping to conclusions._

But that didn't stop Nelliel from worrying as Jet Ray flew closer to the hole in the ceiling.

* * *

The air split as the two Espada faced each other. Both of them were now in their released states.

"This is a fool's hope," Ulquiorra told Harribel. "Even if you defeat me, you have truly accomplished nothing. Or have you forgotten that there are two Espada who are stronger than both of us?"

"They are not my concern at the moment," Harribel said to him. "For now, I shall deal with you."

The two Espada looked at each other in their released forms. In his released state, Ulquiorra became bat-like in appearance. Now he had gained large black bat wings on his back, his hair was now longer and wilder. The remains of his Hollow mask become a helmet that centered atop his head. The helmet had two large horns extending outward to the sides towards the front. The lines on his face were black, broader and more triangular and his fingernails lengthened. His Arrancar attire had become more form fitting and closed at the top, becoming more like a robe towards the bottom.

Harribel's own released state was different. In this form, all of her normal clothes were gone, as well as her Espada tattoo. The Hollow fragments she had in her sealed state became a collar with extensions that barely covered her chest, in addition to spaulders on her shoulders with two ribbon-like protrusions on her back that bore a resemblance to shark fins. A thin, spine-like structure was on her stomach, spanning from her waist to the underside of her chest. Harribel now wore a mini-skirt consisting of bones that appeared to surround a dark undergarment. She was now wearing a pair of knee-length boots and elbow-length gloves as well. Her weapon took the form of a broad pata which resembled an elongated shark tooth, featuring an unusual hilt with a hand guard that completely covered her hand. The sword also possessed what appeared to be gill markings along either side of the blade. Harribel's hair had become messy and she now sported two blue lightning bolt markings on both sides of her face.

Ulquiorra raised his right arm. A javelin made of green energy materialized in his hand. He gripped the javelin tightly.

"Before we begin," Ulquiorra said. "There is something I want to ask you."

Harribel simply looked at him, so he went on.

"Even if you do escape," Ulquiorra said to her. "Do you believe that there will be any safe haven for you or your Fraccion? If Aizen-sama does not choose to find you, then the Shinigami will. They care nothing for our kind and will kill you on sight, regardless if you helped them."

"The Shinigami may try," Harribel answered. "And I shall deal with Aizen when the time comes."

"Then you are dead regardless," Ulquiorra replied. "Not even your power can compare to Aizen-sama's."

"Aizen is not invincible," Harribel stated to him.

"Do you really believe that?" Ulquiorra commented. "Even if he was not invincible, his power exceeds both of our own."

Harribel looked at Ulquiorra as she raised her own weapon. "I believe that it would be pointless for us to talk any further."

Ulquiorra nodded. "Agreed."

With that he charged at her, swinging his javelin in arc to slash Harribel. However, Harribel used Sonido and appeared behind him.

"La Gota," she said.

Water began pouring out of the gill markings on her sword, where the water formed itself around the tip of her weapon. With a force greater than that of a cannon blast, Harribel fired the water in a powerful jet blast that resembled a shark tooth. Ulquiorra turned around and raised his javelin to block the attack. Although he was able to, the blast still sent him flying backwards. Regaining himself, Ulquiorra took aim and threw his javelin straight at Harribel. Harribel quickly moved to the side, causing the javelin to go right past her. But she had little time to react as Ulquiorra created another energy javelin and came at her. Harribel slashed with her sword, with Ulquiorra just barely dodging the attack. But just as he started to get his wits together, he felt Harribel's blade rake his side. Ulquiorra looked down at his side, noticing the cut but not really bothering about it. Instead he focused solely on Harribel and attacked.

Harribel dodged the attack, only for Ulquiorra to appear behind her to try and stab her through with his javelin. Harribel moved to the side but could still feel the javelin's edge give her a cut across her back. Not allowing it to bother her, Harribel turned to face Ulquiorra. His right arm was raised as a green Cero began to form around his pointed index and middle finger. Harribel wasted no words as she prepared her own attack. A yellow Cero formed around the tip of her weapon. The two Espada fired their Cero at the same exact time, creating a massive explosion from the colliding forces. Once the smoke cleared the two Espada were back to where they started, minus having some minor injuries.

The two were about to go at it again when they both sensed two different reiatsu coming towards them. Both turned their heads to see Jet Ray and Nelliel flying out of the hole they had made.

Jet Ray let out a sigh of relief as he and Nelliel finally reached the top of the dome. Ben turned back to normal as he and Nelliel landed on the top of the dome. Unlike the sunlight within Las Noches, the outside sky was still a black night. As much as she didn't want to, Nelliel reluctantly let go of Ben. He was about to say something when he saw Ulquiorra and Harribel looking at them. First he noticed Ulquiorra's released state. The bat wings made Ben think of a vampire. Then again, being a vampire would be perfect for Ulquiorra. Then he saw what Harribel was wearing. Instantly he felt awkward and embarrassed. Sure he had seen plenty of girls in a bikini before but he hadn't expected what Harribel was now wearing. Then again, this was Harribel. Modesty was probably not in her vocabulary. Not that it made this any better, though.

Nelliel had also noticed Harribel's released state and was not particularly thrilled with how it looked. She didn't know if Harribel was doing this on purpose or not, but it seemed she was always finding a way to show off her body. And she was worried of how Ben would react. Especially since her successor was wearing something like _that_.

Unable to help herself, Nelliel stole a glance at Ben. So far, it looked like Ben was more embarrassed than seduced. She was relieved for the moment.

"So," Ulquiorra said, snapping Nelliel out of her thoughts. "You have come, Ben Tennyson."

Ben folded his arms. "That's right, Ulquiorra."

Ulquiorra looked past him and at Nellie, who has still holding onto Ben. Once he made eye contact with her, Ulquiorra noticed that Nelliel had tightened her grip on Ben and wrapped her arms more protectively around him.

"You," Ulquiorra said as he looked at her. "You were once an Espada weren't you?"

Nelliel nodded. Ulquiorra turned his attention back to Ben.

"Interesting," he said. "You are full of surprises Ben, being able to turn us against one another."

"Hey!" Ben shouted. "You guys told me that Soul Society were the bad guys!"

"It does not matter which side is good or evil," Ulquiorra told Ben. "All that matters is the will of Aizen-sama."

Ben narrowed his eyes. "How can you just stand there and say that? How can you not care?"

"Simple," Ulquiorra said plainly. "I do not."

Ben felt himself filled with anger. He reached for his Ultimatrix.

"Ben," Harribel said suddenly. "Nelliel. I am grateful that you came to help me, but I do not need it."

Ben was about to open his mouth to argue but Harribel interrupted.

"Ulquiorra is strong, that is obvious," Harribel said. "But I am stronger. This will not take long."

Ben frowned with slight annoyance. He had come all the way to help his friend, and now she just told him that he wasn't needed. He was about to open his mouth when Harribel pointed her sword at Ulquiorra. She began unleashing multiple blasts of her La Gota attack in rapid succession. Ulquiorra, with effort, was able to block the first few blasts, but then had to use Sonido to dodge the remaining ones. Ben was staring at the battle the whole time.

"I didn't know she could do that," he said, impressed with Harribel's attack. "Water Hazard's got nothing on her."

Nelliel bit her lip as she saw the look of admiration on Ben's face. She had to admit that Harribel had impressive abilities in her released state. While Nelliel was not ashamed of her own Resurreccion, she wondered if Ben would be as impressed with hers as he was with Harribel's.

Ulquiorra appeared behind Harribel and pointed his index and middle finger at her.

Figuring it to be a Cero, Ben tapped the Ultimatrix and was ready to jump in. He didn't know what happened alien to use, but he had to stop Ulquiorra somehow. But Ulquiorra had already fired the Cero before Ben could decide what alien to become. The Cero that Ulquiorra fired was a massive blast of darkness. Like someone had taken a piece of the night itself and used it as an attack. And the air blast from the Cero was so strong that Nelliel and Ben had to duck down from the gale force. Once the air settled, Ben and Nelliel got to their feet. Harribel was nowhere to be seen, but Ben was too speechless by Ulquiorra's attack to notice.

"What was that?" He finally managed to ask. Nelliel was about to reply, but Ulquiorra beat her to it.

"Cero Oscuras," Ulquiorra explained. "This is an Espada's fully powered Black Cero. And…it is my Cero."

Ben saw he had to do something fast. He knew that he had to use one of his aliens, but what did he have that could withstand something like that Cero Oscuras? And Ulquiorra was only the 4th Espada? If he could do something like that, just what were Nelliel, Harribel, Baraggan, and Starrk capable of?

Ulquiorra began walking towards Ben. Nelliel immediately got to her feet and drew her sword.

"I suggest that you do not take another step closer," Nelliel said in that calm, but dangerous voice of hers.

Ulquiorra remained impassive as he looked at her. "You protect him as well?" he asked.

"I'll do anything for Ben," Nelliel said firmly. "I won't kill you, Ulquiorra. But I won't let you harm him."

Ben heard what Nelliel said and looked up at her in utter amazement. "Nelliel…" he started to say.

Ulquiorra closed his eyes for a moment. "For Arrancar to throw their existence away for a mere human. It is ridiculous."

Ulquiorra raised his fingers again, no doubt to fire another Cero Oscuras. Nelliel narrowed her eyes. She could try using her Cero Doble technique but she didn't know if she could handle the power behind it. If that was the case, she would have to be fast to make sure that she and Ben could get out of the way in time.

But just before Ulquiorra could attack, Harribel's La Gota hit him square in the side. The blow made him topple over, but it was unknown if he did so from pain. Once Ulquiorra toppled over, he was struck from behind by Harribel. The blow sent him crashing into the roof of Las Noches. However, the blow did not send him crashing through the roof. Ulquiorra quickly regained himself and looked at Harribel.

"Cero Oscuras," Harribel said to him. "Even in battle, I did not anticipate that you would use that technique."

"You are a traitor to Hueco Mundo, to Las Noches, and to Aizen-sama," Ulquiorra responded to her. "I must defeat you, regardless that you are a rank above me. And if I must use all my power to do so, I shall."

Harribel regarded him, not even bothered by what he said.

"Ulquiorra," she finally spoke. "I believe it's time you came to see why I am the 3rd Espada and you are the 4th."

Ulquiorra's eyes widened as Harribel suddenly appeared next to him and slashed him across the stomach. The 4th Espada barely had time to register that he had been attacked when Harribel appeared above him. Her sword was pointed towards him.

"Cascada," she said.

If Ben had been impressed with Harribel's La Gota technique, then he was utterly amazed at her Cascada technique. A torrent of water like a tidal wave or waterfall fired out of Harribel's sword. Ulquiorra was buried under the massive wave. Nelliel quickly scooped Ben up and used Sonido to create some distance between them and the Cascada technique. Once they had a good amount of distance, Nelliel looked at Ben.

"Are you okay, Ben?"

"I'm okay," Ben told her. He looked over at the massive body of water that Harribel had created. "I did not see that coming."

Nelliel nodded. _She is powerful._ Nelliel thought to herself.

Suddenly the water dispersed as Ulquiorra's Cero Oscuras erupted from the Cascada. Ulquiorra then flew into the air to prepare his next move.

But he never got the chance because Harribel was waiting for him. She slashed him across the back, causing blood to pour out of his wound. Ulquiorra tried to turn his body to attack but Harribel kicked him, sending the Fourth Espada crashing down to the rooftop again. When Ulquiorra tried to get up, Harribel landed on top of him. She touched the back of his head with the tip of his sword. Any wrong movements from him, and she would stab him through his brain.

Without turning his head, Ulquiorra spoke. "You have gained the upper hand, Harribel." He stated. "Are you going to kill me?"

Harribel looked down at Ulquiorra. "I shall not decide your fate, Ulquiorra. I am leaving that decision for Ben."

Ulquiorra looked at her curiously. "Ben? You are letting him choose?"

"Yes," Harribel replied. She looked over at Ben and Nelliel, with Nelliel once again putting her arms around Ben. "Ben," she called to him.

Ben looked up at Harribel. "Yeah?" he asked.

"I am leaving Ulquiorra's fate in your hands," she told him.

This threw Ben off. "Huh?" he asked.

"Should Ulquiorra live or die," Harribel replied.

Ben looked down at Ulquiorra. Despite the fact that Ulquiorra was a heartless jerk, Ben knew he had no right to kill him. "Let him live." He said.

Harribel nodded. "If that is what you want, Ben, I shall spare him."

Nelliel smiled as she looked at Ben in approval. She felt closer to him this way.

Ulquiorra looked up at Ben as best he could while being pinned down. If anything, Ulquiorra looked…curious.

"Why would you spare me even though we are enemies?" he asked. "Would it not be better for you to simply finish me off?"

"No, Ulquiorra," Nelliel said. "Ben is not that type of person. He is showing you mercy."

"Mercy?" Ulquiorra asked. "Why?"

Ben frowned at Ulquiorra's words. "Killing's never right."

Ulquiorra scoffed. "Killing is a matter of existence," he said. "Either kill or be killed. That is fact."

Ben shook his head, looking at Ulquiorra sadly. "It doesn't have to be that way, Ulquiorra. If people learned to just work out their problems…"

"Do you honestly believe that all problems can be settled with words?" Ulquiorra countered. "You have used force on many occasions, Ben. Now you speak of peace and mercy as a hypocrite would."

"You're wrong," Nelliel said to Ulquiorra. "Sometimes one must fight to defend the ones that matter to them. But people do not need to keep anger in their hearts. Ben is right. If people learned to work out their problems, then we wouldn't need to fight at all."

"A futile hope," Ulquiorra replied.

"Enough, Ulquiorra," Harribel told him. "This will keep you out of our way for the time being. And hopefully it will give you time to realize that following Aizen is a nothing more than a path to death."

Harribel opened her hand to reveal a small object that looked like a blue cube. Quick as a flash, Harribel grabbed Ulquiorra and yanked him. With her free hand, she then held the small cube right in front of the hole in Ulquiorra's chest. A strange light began to glow from the cube as it levitated in the air and slowly drifted toward the hole. As the light began to grow, Ulquiorra took one last look at Harribel.

"You will regret sparing me,"

The light now completely covered him. Ben closed his eyes and shielded them with his arms in case the light got too bright for him to see. Once the light was cleared, Ben lowered his arms and opened his eyes. Ulquiorra was nowhere to be seen and Harribel was back in her sealed state.

"What happened?" he asked. "Where's Ulquiorra?"

"I have removed him from the field for a while," Harribel explained. "I used my Caja Negacion."

Ben raised an eyebrow. "Ca-what?" he asked.

"Caja Negacion," Nelliel explained. "It's a device used granted to the Espada to punish Fraccion."

"How does that work?"

"If a Fraccion has been disobedient," Harribel answered. "The Espada are allowed to send them to a different dimension where they will be permanently sealed."

The device reminded Ben of the Null Void Projector.

"However," Harribel continued. "More powerful beings will not be sealed for long. In time, Ulquiorra will escape. How long it will take him, I cannot be certain."

Ben looked at the ground. He had no personal grudge against Ulquiorra. Sure they weren't friends but they had never been enemies either. The only Espada he had grudges against were Nnoitra and Szayel for hurting Nelliel.

"How's your back?" He asked finally, noticing the cut Ulquiorra had given Harribel.

"A flesh wound," Harribel replied. "Nothing serious."

Unable to think about anything to ask, Ben was silent for a moment. "So now, what do we do?" He finally asked. "Do we go after Aizen?"

Harribel shook her head. "Not at this moment. First we must deal with Starrk, Baraggan, Gin, and Tosen. Only when they are out of the way should we make our move against Aizen."

Ben frowned. It was a pretty bizarre lineup. Gin creeped him out, Baraggan hated him, Tosen and him were somewhat friends, and Starrk was Starrk.

"Baraggan has no loyalty to Aizen," Harribel said. "But he will not join us."

"I don't see that happening, either," Ben agreed. He would rather go on a date with Vilgax than form an alliance with Baraggan of all people. And something told him that the feeling was mutual.

Nelliel went into thought. "I remember Baraggan," she said. "If he is anything like how he used to be, then he will want to take down Aizen by himself rather than turn to others for help. His pride was always his main flaw."

"Starrk, on the other hand," Harribel said. "If we are unable to convince him to join our side, we might be able to convince him to stay neutral."

Ben shrugged. "Better than nothing I guess," He still had doubts as to why Starrk was the 1st Espada.

"But first," Nelliel said. "It would be best for us to gather our allies. Once we are all together we can form a better plan from there."

Harribel and Ben nodded in agreement.

"Well," Ben said. "Time to get down."

He was about to activate the Ultimatrix when Nelliel suddenly scooped him up in her arms.

"Uh…Nelliel?" Ben asked, thrown off guard by this sudden action.

"You carried me up here," Nelliel explained. "It is only fair that I carry you back down."

Ben gulped. It wasn't being carried by Nelliel that bothered him. It was the fact that they were very high up. Sure he handled all kinds of heights before. But that was because he was either in alien form or because there was a crisis that distracted him from the height. Here, there was nothing to distract him and since he was in human form, he felt really nervous. He was certain that the way down would be like a super rollercoaster ride.

"I can just use Jet Ray, or Big Chill, or…" But Nelliel then jumped down the hole in the roof before Ben could continue.

At first Ben thought that they were going to plummet down to the bottom. But then he noticed that they were descending at a much slower pace than what he expected. Apparently Nelliel was using her reiatsu to slow down their descent. Realizing this, Ben felt embarrassed that he had been making a big deal over nothing. Nelliel giggled as she noticed Ben's self-annoyed look.

Soon, they reached the sandy floor of Las Noches' inner sanctum. Ben straightened himself as he planted his feet on the ground.

"Now we need to find everybody," he said. He looked around the vast, sandy area. "Wherever they are."

Harribel and Nelliel both used their Pesquisa technique at the same time.

"Apache and Mila-Rose are looking over two of the fallen intruders. They have been recently joined by Sun-Sun and another of the intruders," Harribel explained.

"That's Renji," Ben said with a sigh of relief. "I'm glad they're okay."

"Pesche and Dondochakka are with them as well," Nelliel said next. "Orihime and Uryu are with the one called Kurosaki. Kurosaki's fighting Grimmjow right now."

"Kurosaki Ichigo," Harribel said. She paused for a moment. "We need to hurry. The Exequias are on the move."

Ben raised an eyebrow. "The what?" he asked. He had never of them before

"The Exequias are the execution division," Harribel explained.

"Execution?" Ben asked, hoping that he had heard wrong.

"They deal with anyone that Aizen believed was no longer useful," Harribel continued. "But they can also be used to deal with intruders…or anyone that may try to betray Aizen."

"That would explain why they were sent," Nelliel figured.

Now Ben knew why he had never heard of the Exequias. He probably would've quit Aizen's team much earlier if he had known about them.

"How do we do this?" Ben asked, more to himself than to Harribel and Nelliel.

"It might be best if we split up," Nelliel suggested. "I will go with Ben to help Kurosaki."

Harribel looked at Nelliel. While it was good for one of them to be with Ben in case he needed help, she couldn't help but think that Nelliel's suggestion was more for her to be alone with Ben.

"Then I shall go and help my Fraccion and our new allies," She finally said. "Be careful, both of you."

"Same to you, Harribel," Ben said. "Let's go, Nelliel."

With that, the trio took off. Harribel going in one direction while Ben and Nelliel prepared to go in the other direction.

* * *

"Do you think we could get Grimmjow on our side?" Ben asked Nelliel as they ran.

"That's difficult to say," Nelliel replied. "Grimmjow is known for doing whatever he wants. Even if Aizen says otherwise."

Ben frowned as they ran. Hopefully they could at least stop Grimmjow before he did anything to Orihime's friend Kurosaki. From what he saw, she seemed to really, really like that guy.

Nelliel found herself becoming nervous. She finally had some more alone time with Ben. While she was happy to have this opportunity, many thoughts were on her mind. The biggest one was whether or not to tell Ben how she felt. She was sure that she had sent enough hints about her feelings for Ben, but Ben seemed unaware of them. What's worse, there was always a chance that Ben actually liked Harribel, Apache, Mila-Rose, or Sun-Sun instead of her. After all, Ben had known them longer and had a likely chance of developing feelings for them. Also, Ben might see her only as a sister since they had met each other while Nelliel was in her child form.

Nelliel took a deep breath. There was only one way she could find out.

"Ben?" she asked. Her voice came out rather quiet.

Ben stopped running when he heard the way Nelliel's voice sounded and turned to look at her. Concern for her filled him when he noticed that she looked worried about something.

"Nelliel?" he asked her. "What's wrong?"

Nelliel looked at Ben for a brief moment, then she looked down at the ground. This worried him.

"Did I do something wrong?" he asked.

Nelliel shook her head. "No, Ben. It was nothing that you did."

Ben was clueless. If it wasn't his fault then what was bothering her?

Nelliel let out a sigh. She was an Espada, one of the most powerful Arrancar ever. Why couldn't she find the words to say? Especially now of all times when she really needed them?

"Ben," She tried again. "There's something I want to ask you."

"Uh," Ben said, confused. "Sure. What?"

It was no or never and Nelliel knew it. Taking a deep breath…

"It's about Harribel." She managed to let out.

Ben raised an eyebrow. "Harribel? Did she do something?"

"Not exactly," Nelliel replied. "But it involves her."

Ben shook his head as he tried to comprehend this. What could Harribel have done?

But the sound of an explosion caught the two's attention. The two turned their head to where the sound came from.

"Was that Grimmjow?" Ben asked Nelliel.

"Yes," Nelliel answered. "He has entered his released form." She was half relieved for the interruption and half disappointed with herself for not being able to tell Ben her feelings. "We must hurry."

Ben frowned, seeing that something was still on Nelliel's mind. "We'll talk about this later, okay?"

Nelliel nodded. "Of course," she said, hoping that later she would get the chance to tell Ben how she felt about him.

The two of them continued onward. Deciding to get to their location faster, Ben used his Ultimatrix to turn into XLR8. He took off after Nelliel, who had taken the lead. The two found themselves at a section of Las Noches that was in total wreck. The ruins of many buildings were scattered all over the place. It was obvious that a battle had taken place here.

Here the sound of metal clanging against metal, XLR8 looked up. Sure enough, there Grimmjow was. He seemed to be locked in combat with some guy in black clothing, who was using a thin, black katana. This had to be the Kurosaki Ichigo guy that he kept hearing. However, Ben couldn't see his face due to Ichigo having his back to them. He then looked at Grimmjow, and saw how Grimmjow looked in his released form.

His body was covered in what appeared to be a form fitting armor. Blades prodded from his calves and elbows. His hands and feet became black clawed paws, similar to that of a cat. Even his ears became cat-like while his hair was now long and flowing. His jaw mask remain was gone and replaced by a head-gear like piece. All in all, Grimmjow now had a very predatory appearance. And to Ben, it suited Grimmjow very well. Then he noticed something else. Grimmjow's arm was back! How did he do that? Could he regrow it with his Resurreccion?

"Nelliel-san!" a familiar voice cried.

XLR8 and Nelliel turned their heads to see Orihime and Uryu running towards them. At first the two looked at XLR8 in confusion, but then they saw the green symbol on his chest.

"Tennyson-kun?" Orihime asked XLR8.

Grinning behind his visor, XLR8 touched the Ultimatrix dial and turned back to normal. Orihime let out a sigh of relief.

"Where's Ulquiorra?" she asked, her face becoming one of nervousness. Ben noticed this. Was she afraid of Ulquiorra or something?

"He's out of the way for the moment," Ben told her. He looked back up at Grimmjow and Ichigo. "So that's Kurosaki, huh?"

Uryu nodded. "Kurosaki Ichigo," he said.

"I don't get it, though," Ben said. "How did Grimmjow get his arm back? Luppi said it got reduced to ashes."

Orihime looked at the ground in sadness. "I healed it." She said quietly.

Ben looked at her. "You healed it? How?"

"Well," Orihime said. "Aizen said that I have the power to reject fate. That I can return things to a previous state. He had me use my powers on Grimmjow."

Ben stared at her. "Really?" he asked. Orihime nodded as she looked down at the ground.

"That is so cool!"

Orihime's head snapped back up when Ben said that.

"I had no idea you could that!" Ben said, utterly impressed. "That's awesome!"

Orihime blushed a little bit at Ben's compliment. No one had ever praised her powers like that before.

"I'm afraid we have more important matters at the moment," Uryu interjected. "Namely Kurosaki's battle. We wanted to help him, but he told us to stay out of the way."

"What?" Ben asked. "Why?"

"He believes that he needs to fight Grimmjow alone," Uryu explained. "He's the type of guy who thinks that he needs to shoulder everyone else's problems and face them by himself."

Meanwhile, Ichigo and Grimmjow were battling each other with their Zanpakuto. So far, the two were evenly matched with each other. As they fought, Grimmjow noticed Ben and Nelliel standing next to Uryu and Orihime.

"So," Grimmjow called. "You finally showed up, Ben!"

Ichigo's attention was immediately drawn to where Grimmjow was shouting at. Standing next to Orihime and Uryu was a brown haired guy around the same age as him wearing a green jacket with number 10 on it. So, this was the Ben guy he kept hearing about? Ichigo raised an eyebrow. What was so special about him? And who was the green haired woman next to him? She looked like an Arrancar due to the skull on her head. Was she that Nel person that those two weird Arrancar were talking about?

Everyone immediately looked up at Ichigo and Grimmjow, who were staring at them. Now, Ben could get a good look at Ichigo's face. But he noticed that Ichigo was wearing some kind of weird mask. It looked like a monstrous skull with red and black markings on it. Why was he wearing that?

"Heard you disappeared a while back, Ben," Grimmjow shouted to him. "Harribel was worried about you."

Ben's attention was drawn to Grimmjow. "Grimmjow!" He called back. "Stop what you're doing!"

"Stay out of this, Ben," Grimmjow told him. "This is between me and Ichigo here."

Ben looked at Grimmjow in confusion. Between him and Ichigo? What was he talking about?

"That's right, you wouldn't know," Grimmjow said with a smirk. "Aizen never told you. Ichigo and I have a score to settle."

"That's what he told us," Uryu explained to Ben. "Apparently Grimmjow wants to fight Ichigo to prove he's better."

Well that threw Ben off. All Grimmjow wanted to do was settle a personal score? What about helping Aizen make that key thing?

"Grimmjow," Nelliel called to him. "This battle between the two of you is pointless. Please stop this."

Grimmjow looked over at Nelliel. At first he looked at her as if he was curious. He seemed like he was trying to remember if he had seen her before or not.

"Who are you?"

"Nelliel Tu Odelschwanck," Nelliel answered. "Former third Espada."

Ichigo's eyes widened as he looked at Nelliel again. This woman used to be the third Espada?

Grimmjow's face then turned to one of amusement as he turned his attention to Ben. "Gotta hand it to ya, Ben. You sure know how to make a harem."

Ben blinked at this statement. "Harem?" he asked. "What are you talking about?"

Grimmjow started laughing. "You haven't figured it out? Harribel wants you, Ben! And I'll bet her Fraccion want you too!"

Ichigo, Uryu, and Orihime stared in utter shock. Ichigo remembered Harribel when she had interfered when he tried to battle Ulquiorra. She was in love with this Ben guy? Wow. He had not seen that one coming.

Ben felt frozen to the spot. Sure his teammates had flirted with him, but he never thought that…that they would actually…

Grimmjow laughed at the look on Ben's face. "Why else would Harribel betray Aizen? She's doing this for you, Ben! All for you!"

"It's pretty romantic." Orihime admitted in a quiet voice. "A woman branding herself a traitor to be with the man she loves."

Right now Ben felt that his brain had just been shoved into a blender and mixed with rocks. Sure he figured that Harribel cared about him. But _loved_ him? How, when, where, and why did that happen?

Nelliel looked at Ben. The look of utter amazement clearly meant that he had no idea that Harribel or her Fraccion had feelings for him. It was more than likely that he had no idea about her feelings either. Despite the fact that she had given many rather obvious hints.

But Grimmjow noticed the saddened look on Nelliel's face. He burst out laughing. "Don't tell me you've got feelings for him too!"

Ben's eyes went wide as he slowly turned his head to look at Nelliel. Nelliel on the other hand had suddenly found an interest at looking at the ground.

"Nelliel?" he asked, not knowing what to expect her to say.

Slowly and reluctantly, Nelliel brought her head up to look at Ben. This was not how she wanted her moment with Ben to be.

"Do," Ben started to say. "Do you…"

"Yes," Nelliel said softly. "I love you, Ben."

Uryu and Orihime both blushed as they heard this. Albeit this wasn't the right time for a love confession.

Ben's mouth hung open. He felt as if somebody had just clubbed him on the head. All five girls liked him this whole time? No, they _loved _him? How could he not have noticed? He thought back to all the times Apache, Mila-Rose, and Sun-Sun flirted with him. He had never taken it seriously, but apparently his teammates were very serious. As for Harribel, she had often shown a softer side around him. But he had never thought that she actually had feelings for him. As for Nelliel:

_Ben's Nel's! You can't have him!_

_Nel loves Ben._

_I can't bear to lose you, Ben._

_Ben. There's something I have to tell you._

_I'll do anything for Ben._

Ben mentally hit himself over and over again. Nelliel had said all of those things either to him or about him. It was so obvious now.

"Now," Grimmjow said, ignoring Ben's stupefied look and looking at Ichigo. "Let's get this over with."

"Grimmjow," Nelliel said to him. "The need to prove who's stronger is pointless."

"Shut up!" Grimmjow yelled at her. "I don't need a lecture from you!"

Grimmjow shouting at Nelliel snapped Ben out of his shock. He glared up at Grimmjow.

"She's right!" Ben yelled at him. "It's stupid for you to make such a big deal about who's better."

Grimmjow was about to retort but was interrupted by Ichigo.

"Grimmjow!" Ichigo said to him. "I'll fight you. Just leave the others alone."

Grimmjow flashed a wicked grin. "About time!"

Ben opened his mouth but Uryu put a hand in front of him.

"Let him go," Uryu said to Ben. "Kurosaki's too stubborn to listen otherwise."

That didn't boost Ben with much confidence. He was about to say something again, but this time it was Nelliel who stopped him.

"I will stop Grimmjow if their fight starts to get out of hand," she reassured him. "For now, it seems we have no choice but to let them fight."

Ben groaned. Nonetheless he nodded as he looked at the two combatants facing each other. On the upside, it did give Ben plenty of time to think about the situation he had gotten himself into.

Grimmjow raised his blade. "Now that that's taken care of," he said. "Let's go!"

Grimmjow lunged forward to claw at Ichigo but Ichigo blocked him with his sword. He then pushed Grimmjow away from him and raised his sword.

"Getsuga Tenshō!" He yelled.

Ben watched in amazement as a strange black energy formed around Ichigo's sword. Ichigo then swung his sword and sent the blackness right at Grimmjow. It reminded Ben a little of Ulquiorra's Cero Oscuras. As soon as the attack hit Grimmjow, Ben thought the 6th Espada was gonna be in some serious pain. But once the darkness cleared, Ben could see that Grimmjow didn't even have as much as a scratch.

Sneering, Grimmjow adjusted his body and pointed his elbow at Ichigo. Suddenly darts fired from his elbow and shot straight towards Ichigo. Ichigo didn't have any time to react as five of the darts slammed into his body. Ben winced as he saw each dart strike Ichigo.

"We should help him," He suggested. "If we work together we can beat Grimmjow. I mean, Nelliel was once the third Espada. And I beat Nnoitra, who was the fifth Espada. Grimmjow's only the 6th. He doesn't stand a chance against all of us."

Uryu nodded. "We would. But Kurosaki's stubborn. He prefers to fight opponents like Grimmjow in one on one combat. He sees it as fair."

Ben frowned. "I get it, but now's not the time. Aizen's got to have noticed by now so we need to get everyone together."

"Where are the others?" Orihime asked.

"They're looking after your friends," Nelliel told Orihime.

"Ben," Uryu told him. "You and Nelliel can get Renji and the others and bring them here. Inoue and I will stay behind in case Kurosaki does need help."

"You sure?" Ben asked.

Uryu grinned and nodded. "Now go." He said.

Ben and Nelliel looked at each other and immediately felt themselves becoming nervous. The tension was so thick that you could cut it with a knife. The two just didn't know what to say. Nelliel feared rejection while Ben was trying to come up with any topic to talk about. He never expected his teammates to fall in love with him. And what was worse was the chance that they'd want him to choose one of them to be with him. This was all happening way to fast. Once again, Ben was mad with himself for noticing at all. He wanted to say something, anything. But he just couldn't find the right words to say.

_I'd better wait until they're all together. _Ben said to himself. _That way we can get this whole thing sorted out._

But Ben had a feeling that things were not going to go as smooth as he was hoping they would.

But as Ben was about to ask Nelliel which direction they should go, Nelliel's head shot up and her eyes widened.

"Nelliel, what's wrong?" he asked.

He noticed that Nelliel eyes were narrowed and her body was tensed. "I showed have known," she said, almost to herself.

"What?" Ben asked. "What's wrong?"

"Everyone!" Nelliel cried. "Get down!"

Before anyone could say anything, Nelliel lunged at the three and pushed them to the ground. No sooner had they hit the ground did a yellow light shoot over them.

Ichigo stopped fighting Grimmjow to look down and see what was going on. Annoyed, Grimmjow slammed his knee into his opponent's stomach. Ichigo doubled over in pain.

"Forget your friends," Grimmjow told him. "I want you to focus on killing me. And come at me with everything you've got."

Ichigo glared at Grimmjow. But he knew that Grimmjow wouldn't allow him to check on his friends without getting in the way. He would just have to hope that his friends could handle whatever was going on down there. With that, he charged forward at Grimmjow.

After the yellow light had past, Nelliel got up to her feet and drew her sword. Ben quickly got up to. He knew that attack was a Cero blast. The question was: who fired it? But Ben froze. The answer was standing right in front of him.

"Hello, Ben," Szayel greeted dramatically while running a hand through his air.

"Oh no," Ben groaned. He bent forward in what appeared to be exhaustion.

Nnoitra, who had fired the Cero, laughed wickedly. "What's wrong, Ben? Aren't you glad to see us?"

Beside him, Tesla merely looked over at Ben and his friends with his unemotional expression.

Ben gritted his teeth. "Not you guys again."

Nnoitra ignored Ben and noticed Orihime, who was right behind Ben and the others. He smiled.

"Sneaking out of your room?" He asked Orihime. "That's very naughty, Pet-sama."

Ben looked behind to see Orihime with a rather fearful look on her face. He immediately stood in between her and Nnoitra.

Uryu's eyes narrowed. How could Szayel have fully recovered from his wounds so easily? And who was the other guy? Was he that Nnoitra guy that Ben kept talking about?

"Let me guess, Quincy," Szayel said to Uryu. "You're probably wondering how I've already recovered from you and Ben's little attack? It was rather easy." Here, Szayel shot a sneer at Ben. "You should've killed me while you had the chance, Ben."

Ben brought the hand to the Ultimatrix. Szayel frowned when he saw this.

"Now that's just rude, Ben," he said to Ben the way a teacher would take to a misbehaving student. "Going into battle mode before I have the chance to explain my wondrous recovery.

Nnoitra rolled his eye. "Enough talking, Szayel."

Szayel turned his frown over to Nnoitra. "Need I remind you that it was me who nursed you back to health while you were out there in the desert? Seems to me that Ben gave you quite the beating."

Nnoitra snarled at Szayel. "Shut up! Don't think that just because you healed me means that I'm in debt to you! I'm only doing this to get back at Ben!"

Ben grinned despite himself. "Want to get your butt kicked a fourth time, Nnoitra?" he asked.

Nnoitra snarled at Ben. "Shut up!" He roared at Ben. "I'm gonna make you pay!"

Nelliel stood in between Ben and Nnoitra. "I will never let you hurt, Ben." She said as she raised her sword.

Nnoitra grinned. "You want to die too, Nelliel?" he asked. "Fine with me." Then he noticed something. The crack in Nelliel's mask was gone. "How…how did you fix your mask?"

"As I was saying before I was rudely interrupted," Szayel interjected. "You see, Ben. I personally modified my Fraccion. I am able to bring myself back to full health simply by devouring them."

Ben and his friends all looked at Szayel in horror. "You ate your Fraccion?" Ben asked in outrage.

"Yes," Szayel answered without a single hint of remorse. "After you and your friends left me alone, I merely devoured one of my Fraccion. Deciding to have my revenge against you, I found Nnoitra and Tesla suffering in the desert. I nursed them back to full health, and now we're here to make you suffer for the pain and humiliation you have put us through."

Ben glared at Szayel. "You're disgusting."

Szayel smiled. "I prefer to think of myself as brilliant."

Uryu created a bow of energy that resembled a spider web. He then created an arrow of energy to go with it, ready to fire at either Espada that would make the first move.

Szayel and Nnoitra both laughed when they saw Uryu making a stand against them.

"Do you think you can intimidate us, Quincy?" Szayel asked.

"Maybe this might," Ben countered. He activated the Ultimatrix, switched the dial to Swampfire, and slammed the dial down.

Ichigo was aware of a green light behind him and turned around. His eyes widened when he saw Swampfire standing there.

"Swampfire!" he yelled.

"What the?" Ichigo said. This was one of the things that Ben could turn into?

"Wow!" Orihime exclaimed when she saw Ben transform. Then she covered her nose when she realized that a rather disgusting smell was coming from Swampfire.

Nnoitra's grin widened. "Swampfire?" he asked. "Remember what happened the last time you used that? He was useless against me."

"Maybe," Swampfire replied. "So how about this? Time to go Ultimate!"

Szayel, Tesla, and Nnoitra's eyes widened. Meanwhile Orihime, Nelliel, and Uryu gave Swampfire confused looks.

Swampfire slammed the Ultimatrix dial. His body suddenly became more wood-like in appearance, making him look more like some kind of tree. Three huge blue shells of some sort stuck out of his back, making his upper torso, except for his arms, to appear a bit roundish.

"Ultimate Swampfire!" he roared.

Uryu, Orihime, Nelliel, and Ichigo's eyes widened. None of them had ever seen Ben use an Ultimate form before. Nnoitra, Tesla, and Szayel on the other hand prepared for battle. They hadn't counted on Swampfire being among Ben's forms that could go Ultimate.

Ultimate Swampfire grinned at Nnoitra, Tesla, and Szayel while cracking his knuckles. "You guys ready for a beating?" he asked.

Nnoitra snarled at Ben. "I won't lose to you!" He yelled. "Pray, Santa Teresa!"

Szayel pulled out his blade and shove it into his mouth. "Sip, Fornicarás!"

Tesla raised his blade. "Crush, Verruga!"

Everyone braced themselves as the two Espada and the one Fraccion unleashed their Resurreccion. Grimmjow laughed as he and Ichigo continued fighting.

"Looks like your friends are gonna be a little busy," he told Ichigo. "Now I've got your full attention."

Ichigo growled as he swung his blade at Grimmjow. He had to defeat Grimmjow and help his friends. Hopefully that Nelliel woman could protect them. And that Ben guy had been offered the rank of Espada apparently. Hopefully that meant they were stronger than their opponents.

"I'll defeat you, Grimmjow!" He yelled to his opponent. "I'll defeat you and get everyone home!"

Grimmjow laughed wildly as he and Ichigo charged at each other once again.

* * *

Meanwhile Harribel had arrived at the infirmary. She saw her Fraccion among their allies. When Renji saw her, he immediately raised his Zanpakuto.

"Harribel-sama," Apache, Mila-Rose, and Sun-Sun all said at the same time.

_So this is the third Espada. _Renji said to himself. _After all that power I sensed earlier, I'm glad she's on our side._

"It's okay, Renji," Sun-Sun told him. "You may put your Zanpakuto down."

Harribel looked at Renji. "Rest assured, Shinigami. I am here to help bring Aizen down."

"I'm here to rescue my friend," Renji told her. "Aizen can wait."

"Very well," Harribel replied. "Once all of you are together, I will help you escape this place. Do I have your guarantee that my Fraccion and I will not be harmed?"

"I'll do my best," Renji told her. It was all he could say for now.

"And Ben?" Harribel asked. "I will not allow Soul Society to use him as some kind of tool for you Shinigami to abuse as you desire."

Renji frowned. "We would never do that."

"I doubt that," Apache muttered. Mila-Rose and Sun-Sun nodded at that.

"If you guys hate us so much," Renji said. "Why are you helping us?"

"If you think we doing this for the Shinigami, then you are mistaken," Harribel answered. "We are doing this for Ben."

Renji stared. Ben? They were doing all this just for him? Then again, Renji had once betrayed all of Soul Society to save Rukia. Still, he never thought he'd see an Arrancar do that.

"Harribel-sama," Mila-Rose said suddenly. "Did you kill Ulquiorra?"

Harribel shook her head. "No," she replied. "I used the Caja Negacion on him. We won't have to worry about him for a while."

"Why did you spare him?" Apache asked.

"Ben wanted me to," Harribel replied.

"Ben what?" Mila-Rose and Apache asked. "Why would he do that?"

"Because Ben values life," Harribel told them. "And we will respect Ben's wishes."

The girls immediately stopped any protests or comments that they wanted to say.

"How are your friends?" Harribel asked Renji.

"They're doing better," Renji answered. "But they still need a while to recover. If we had Inoue here, this could get done faster."

"Where's Ben and Nelliel-sama?" Dondochakka asked. Pesche nodded frantically.

Harribel figured that those two must have been Nelliel's Fraccion while she was an Espada. "They are with the intruder known as Kurosaki Ichigo, Inoue Orihime, and another called Uryu. Kurosaki is currently battling Grimmjow."

Apache grinned. "Grimmjow's going down," she said. "If Ben can beat Nnoitra, then he can clobber Grimmjow for sure."

At that moment, everyone felt two high leveled reiatsu increase. Not at high as Harribel and Ulquiorra's had been. But it was pretty high.

Mila-Rose's eyes widened. "This is reiatsu. It's…

"Nnoitra, Tesla, and Szayel's!" Apache cried. "They're ganging up on Ben! Those jerks! I'm gonna…"

"Wait," Renji told her. "Let's bring Chad and Rukia with us. Inoue's with Ben, right? We can lend Ben a hand while Inoue heals these two."

"What about Gantenbainne?" Mila-Rose asked.

"He will be fine here," Harribel replied. "For now, we must get to Ben and the others."

"The sooner we get Chad and Rukia healed," Renji said. "The sooner we can get out of here."

Harribel picked up Chad effortlessly while Renji picked up Rukia. Leaving Gantenbainne behind, the unusual team headed out.

"Do you think Ben will be okay?" Renji asked as they continued on.

"Ha!" Apache laughed. "If you're asking that, Shinigami, then you have no idea what Ben's capable of."

"And with Nelliel-sama there," Pesche said. "He'll be unstoppable!"

"She is Harribel's predecessor, don't cha know?" Dondochakka asked.

* * *

Ultimate Swampfire and his allies braced themselves as the two Espada and one Fraccion revealed their released forms. Ultimate Swampfire saw that Tesla was now a humanoid boar that was as big as Humungousaur. Thankfully he was not as tall as Humungousaur's full size. It reminded him of that Greek mythology creature the Minotaur.

"Three on three," Szayel said with sickening smile once he entered his released state once again. "This should be amusing."

Uryu studied the situation. He noticed how Nnoitra had gained extra limbs and weapons. Obviously Szayel was not counting Orihime. Without her it was truly three on three. On the one side, there was him, Nelliel, and Ben's form Ultimate Swampfire. On the other side was Nnoitra, Szayel, and the third Arrancar. Judging from the weaker reiatsu, Uryu guessed that he was a Fraccion. And since he hadn't seen him among Szayel's Fraccion, he had to be Nnoitra's. Nelliel was a former Espada and Ben looked like he was more than capable of holding his own. But Szayel had bragged that he had memorized Uryu's reiatsu.

"Inoue," Uryu said to Orihime. She looked up at hearing her name.

"Yes, Ishida-kun?" she asked him.

"Please find someplace safe and stay there," he told her. "It might be best if you create your Santen Kesshun as well. I have a feeling that this battle is going to be intense."

Orihime looked worriedly at Uryu, Nelliel, and Ultimate Swampfire.

"Don't worry, Orihime," Ultimate Swampfire told her while giving her the thumbs up. "We can handle these guys."

Orihime nodded. She ran over to some of the nearby ruins and brought her hand to her hairpins. Three lights came out of her hairpins and created a shield in front of her.

"Wow," Ultimate Swampfire said. "I didn't know she could do that."

"Ben! Nelliel!" He yelled to them. "You guys take on the Espada. You stand a better chance than I do!"

Ultimate Swampfire nodded. "You got it, Uryu!"

Nelliel nodded also. "I shall deal with Nnoitra. Is that okay with you, Ben?"

Ultimate Swampfire smiled at her. "Fine with me." He said. "They're going down anyway."

Nnoitra laughed. "Just try it!" he yelled.

Nelliel looked at Nnoitra. "If you are not going to hold back, Nnoitra," she said to him. "Then I shall honor you with my full power."

Nelliel raised her Zanpakuto and held it out horizontally. "Declare," she said. A hazy smoke began to emanate from her weapon as it suddenly began to glow. Her three opponents' eyes widened. "Gamuza!"

The glow from her sword began to intensify until it suddenly became a massive explosion of energy. Sand began scattering all over the place while the others had to cover their eyes to prevent sand from getting in. The whole place seemed to tremble.

"Nelliel's full power has been restored?" Nnoitra cried. "How?"

"Ben!" Szayel snarled. "He must have something to do with it."

"Impossible!" Nnoitra countered. "There is no form in his device that could do that."

"How do you know that?" Szayel shot back.

Soon all the sand settled. Once he could see again, Ultimate Swampfire got a look at the new Nelliel. Nelliel had taken the form of a brownish-green ibex-like centaur. A black tail with a white ring attached to ti swished back and forth. Her hollow masks horns had become longer and more curved. The remains extended slightly, framing the sides of her face, particularly the cheeks. Her shoulders were covered by armored white spaulders that come across the shoulder blade to the neck. White armored elbow guards and white armored gauntlets covered her arms. The parts of the arm that weren't covered by armor were covered with a black material as well as her hands. In her right hand was a large double-sided lance. Overall, she looked like a centaur knight.

"Wow," Ultimate Swampfire commented. "I had no idea you could turn into that, Nelliel. That's pretty cool."

Nelliel smiled at him. She felt relieved that he wasn't disappointed in her released form. Afterwards, she turned to face Nnoitra.

"Shall we, Nnoitra?" She asked him.

Nnoitra snarled at Nelliel. With a shriek of rage, he charged at her. Raising her lance, Nelliel charged forward at him. The way she was running at Nnoitra made Ultimate Swampfire think of medieval jousting. Nnoitra raised all his blades at once and swung them in a straight arc. Nelliel raised her lance horizontally and managed to block all the blades at once. Nnoitra struggled to gain leverage over Nelliel, but she wasn't budging.

"Your rank as the third Espada means nothing now!" Nnoitra roared as he tried to overpower her. "I'm stronger than you could ever be!"

Instead of making a verbal retort, Nelliel decided that actions spoke louder than words. She pushed upward with her lance, causing Nnoitra's arms, and weapons included, to be lifted up. Before Nnoitra had time to react, Nelliel pointed her lance at Nnoitra and jabbed it forward. Nnoitra grunted in pain as he felt the tip of the lance stab into him, with Nelliel pushing him back.

"Go for it, Nelliel!" Ultimate Swampfire cheered.

"Ben!" Uryu suddenly shouted. "Look out!"

Ultimate Swampfire turned and saw Tesla charging right at him. Grinning, Ultimate Swampfire took a fighting stance. He raised his hand to attack, but Uryu fired an arrow at Tesla. The arrow skimmed him across the torso. Angrily, Tesla brought his attention over to Uryu.

"You attack me as well, Quincy?" Tesla asked. "Szayel-sama has told me about you."

"I'll deal with him, Ben," Uryu told Ultimate Swampfire. "I need you to deal with Szayel."

Szayel smiled at Uryu. "What's wrong, Quincy? You were quite sure of yourself back in our first fight."

Ultimate Swampfire stepped in between the two. "He doesn't need to waste his time on a smart aleck like you, Szayel. I'll wrap this up in two minutes."

Szayel laughed. "Two minutes, you say? You think that you can defeat me so easily? You've barely begun to see Fornicaras' true power!"

"Just try it," Ultimate Swampfire challenged.

Szayel's smile widened. "With pleasure," he said.

Szayel's tentacles shot forward. Ultimate Swampfire thought they were going for him, only to see them head in a different direction. Confused at first, Ultimate Swampfire saw that who they were heading for. It was heading straight for Uryu, who had managed to blast an energy arrow through Tesla's torso. But Tesla's released form seemed to be made of some strong stuff.

"Uryu!" Ultimate Swampfire yelled. "Look out!

Uryu had just enough time to turn around before he was completely engulfed by Szayel's tentacles.

"Ishida-kun!" Orihime cried from her safe place.

Ichigo tried to see what was going on, but Grimmjow's attacks kept coming. He hoped Uryu was okay.

"Szayel!" Ultimate Swampfire roared as he raised his hands. Blue fire erupted through the holes in his hands and went straight at Szayel's shocked face. This blue fire was many times bigger than Swampfire's flames. The blast was as big as a Cero!

The Eight Espada screamed in pain as the flames scorched his body. He tried to keep Uryu wrapped up in his tentacles but seemed to be unable to keep him imprisoned any longer. Ultimate Swampfire stopped his attack just as Szayel released Uryu.

"Thank you, Ben," Uryu said weakly. He tried getting to his feet but fell on his knees.

"Uryu," Ultimate Swampfire said he rushed over to his new friend. "Are you alright?"

"I'm not sure," Uryu admitted. "I think that attack was meant to drain my energy. I'm feeling a little weak."

Hearing a roar behind them, Ultimate Swampfire and Uryu turned to see Tesla charging right at them. Not in a happy mood, Ultimate Swampfire raised his right hand and unleashed a blast of fire right at him. The blast was powerful enough to knock Tesla off his feet and get sent flying backwards into Nnoitra. Both crashed into the ground in a heap. Nelliel blinked in surprise. She hadn't expected that to happen.

"Get off of me!" Nnoitra roared, picking Tesla up with two of his hands and throwing Tesla to the side. Quickly he got back up and charged at Nelliel. But now that Nelliel was in her released form, she was owning the battle. Just as Nnoitra charged at her, Nelliel used Sonido to appear behind him and strike the fifth Espada in the back before he knew what hit him. Tesla got back to his feet, but Uryu managed to fire an arrow into the Fraccion's left leg. Telse fell on his knee as he clutched his now bleeding leg.

"This isn't a fight," Ultimate Swampfire said smugly as he watched the battle. "This is a beat-down."

"A beat-down you say?" Szayel's voice asked. "I'm afraid your conclusion is a little…exaggerated, Ben."

Ultimate Swampfire, Uryu, and Nelliel all turned to look at Szayel. The eight Espada was getting to his feet, but his body was darkened from the many burns that Ultimate Swampfire had given him.

"It seems you haven't realized that there was more to my attack," Szayel said with that creepy smile of his. "Behold."

Szayel adjusted his top right tentacle so that his hand would be underneath one of the hanging strands. The strand that his hand was under suddenly enlarged for a moment and then burst with a stream of purple liquid. The three could make out some kind of object fall out into Szayel's hand, but it was covered in so much liquid that they couldn't quite make it out.

"Do you see this?" Szayel asked. He raised the object in his hand for all three to see.

It appeared to be some kind of doll that looked just like Uryu.

"A doll?" Uryu asked.

"Yes," Szayel replied. "Watch this." He flicked the doll's forehead.

Uryu suddenly staggered backwards while clutching his head. Ultimate Swampfire saw a thin line of blood dripping from his forehead.

"What did you do?" an angry Ultimate Swampfire asked. He created two fiercely glowing fireballs in his hands.

"I don't think that would be wise, Ben," Szayel told him while wagging a finger at him. "I hold your friend's life in my hand."

"What is that supposed to mea…"

"Of course," Nelliel said as she fought Nnoitra. "Ben, be careful!" She cried. "That's one of Szayel's most dangerous abilities! Any harm done to that doll will affect Ishida!"

"You should be focusing on me, Nelliel!" Nnoitra yelled as he swung some of his scythes. But if he thought Nelliel would have trouble dodging due to lower body become horse-like, he was sadly mistaken. Nelliel used Sonido to disappear just as Nnoitra brought his scythes down. They cut through empty air and slammed into the ground. Before the eight Espada could lift his weapons back up again, Nelliel appeared above him and slammed all of her hooves down on him.

Meanwhile, Ultimate Swampfire turned to face Szayel.

"So," he said. "You've got some kind of voodoo doll ability?"

"Voodoo?" Szayel asked before chuckling. "If you want to see it that way, then yes. It is a voodoo doll."

Ultimate Swampfire snarled at Szayel. He wanted nothing more than to blast this guy. But he feared that his flames would burn the doll and in turn burn Uryu. He had to get that doll away from Szayel and fast. Ultimate Swampfire wouldn't be fast enough, so he'd have to change to a different form.

"Oh and Ben," Szayel said. "I recommend that you do not attempt to change to a different form. Allow me to demonstrate."

Before Ultimate Swampfire could do anything, Szayel grabbed the doll and yanked off the upper half. Horrified, Ultimate Swampfire quickly looked over at Uryu. But much to his surprise, nothing seemed to happen to Uryu.

"Relax," Szayel told him. "It's supposed to open up. A genius like myself has more creative means than an instant death. I like to take my time."

Szayel reached into the doll and appeared to pull out some kind of strange green looking rock. Smiling evilly, Szayel smashed it.

Uryu suddenly yelled in pain as blood started to shoot out of his mouth. He brought his hand to side while in obvious agony.

"Uryu!" Ultimate Swampfire yelled.

"Ishida-kun!" Orihime cried again.

"You see, Ben," Szayel told him. "My dolls allow me to access the organs and tendons of my victims. "

Ultimate Swampfire's eyes widened. Szayel reached into the Uryu doll and pulled out several rocks that were meant to resemble Uryu's organs.

"Normally I use this ability on the person I am fighting," Szayel continued. "But I know better than to do that while you are in your Swampfire form. So I'll do it to your friend instead."

Ultimate Swampfire was about to retort when he was suddenly grabbed from behind. Tesla picked him up and slammed him into the ground. Once he did so, he began pounding Ultimate Swampfire.

"Tesla, you retard!" Nnoitra yelled at him. "Get away from there!"

But Tesla didn't listen. Nnoitra had been furious at him for losing to Charlotte. Tesla had to prove to Nnoitra that he was capable of dealing with the human that had caused his master so much pain.

But Ultimate Swampfire had other plans. "Get off of me!" he yelled. He reached into the one of the blue shells in his back and scooped some of the substance. "Take this!"

The next thing Tesla knew was an explosion right in his face. He was blasted backwards and landed on his back. He tried to get up but was blasted by a roaring, blue inferno. Tesla roared in pain as he felt his body being baked.

"Stay down!" Ultimate Swampfire told Tesla.

Tesla got back to his feet. "Never," he said.

Ultimate Swampfire sighed. "Will you just give up? I have to deal with Szayel right now."

"I suggest that you do not attack me, Ben," Szayel told Ultimate Swampfire. "You may try, but there is a high chance that I will crush these organs in my hand before you can reach me. It seems that I am holding all the cards, Ben. In a manner of speaking, at least."

Ultimate Swampfire could see that he was in a tight spot. If he tried to do something, Szayel would start squashing Uryu's organs. But if he didn't do something, Szayel might torture Uryu.

"Ben," Uryu told him weakly. "I'll be okay. Just get Szayel."

Ultimate Swampfire looked at his new friend. He couldn't just…

"Aaah!" Szayel yelled in pain, causing Ultimate Swampfire and Uryu to turn around. Szayel was lying on the ground, clutching his now bleeding shoulder. Nelliel was standing over him, holding the Uryu voodoo doll and the organ pieces that Szayel had taken out.

"Using such cowardly tactics," Nelliel commented. "You have not changed, Szayel."

It was at that moment that Nnoitra tried to attack Nelliel while her back was turned.

"Oh no you don't!" Ultimate Swampfire cried out. He unleashed a wave of fire that slammed Nnoitra into the ground. Nnoitra snarled as he tried to prevent himself from howling in pain from the flames.

"Seems I can burn you now," Ultimate Swampfire told him.

"That doesn't mean anything!" Nnoitra yelled as he went straight for Ultimate Swampfire.

"No," Nelliel said. She used Sonido to appear at Nnoitra's side and slammed her lance into him. Not only did the lance manage to pierce Nnoitra's Hierro, but the force of the blow knocked him sideways. Ultimate Swampfire was about to jump in when he saw Szayel starting to rise to his feet.

"Don't you guys ever get tired?" Ultimate Swampfire moaned. He charged right at the Arrancar scientist. Szayel tried to get up only to receive a nasty uppercut from Ultimate Swampfire. He flew backwards by several feet before crashing into the ground.

Uryu groaned. Szayel had gotten him good with that voodoo doll attack. He saw Orihime running right at him.

"Hang on, Ishida-kun!" Orihime said as she created an orange dome around him.

"Thank you, Inoue," Uryu replied weakly as Orihime started using her powers to heal her friend. Then to himself. "Sorry I couldn't help you, Ben."

Angrily, Szayel unleashed the black liquid that made copies of people. But Ultimate Swampfire unleashed an explosion of flames up in the air. He made the flames so hot that they evaporated the liquid. Grinning, Ultimate Swampfire looked over at Szayel. Judging from the look on Szayel's face, the eight Espada realized that he was completely helpless.

"Hey, Nelliel," Ultimate Swampfire called. "Ready to wrap this up?"

"Yes, Ben," Nelliel replied with a smile on her lips. "I believe I am."

Nelliel aimed her lance at Nnoitra. "Lanzador Verde!" She threw her lance at him. As it shot towards him, it began to spin wildly. Nnoitra brought up all his blades to block the attack. Once the lance collided with the scythes, it began to spin even faster. It made Ultimate Swampfire think of a drill.

Nnoitra was obviously struggling to push back the lance. _No! _He yelled in his head. _No, she is not stronger than me! I'm beyond her! After all these years she cannot be stronger than me. NO!_

But Nnoitra's thoughts were shattered as Nelliel's lance pierced right through Nnoitra's blades and slammed into his body. He grit his teeth as he felt the lance drill against his Hierro. Nelliel's full power was fully restored. And she was still able to overpower him!

As for Szayel, Ultimate Swampfire grabbed a bunch of glob from the blue shells on his back.

"Know what this is, Szayel?" he asked the deranged scientist.

Szayel got ready to guard himself but did not say anything.

"It's Kerosene," Ultimate Swampfire explained. "And it makes great bombs."

Szayel's eyes widened as Ultimate Swampfire threw the Kerosene right at him, then shot at the Kerosene with his blue fire.

"Aaaaaaaaaaaaaaaaaaaaaah!" Szayel screamed as his body was engulfed by flames yet again. He collapsed on the ground again.

"Don't worry," Ultimate Swampfire said. "I won't kill you. I'm not like you, Szayel. You can be sure of that."

Nnoitra was blasted backwards as the lance actually drilled through his Hierro and into his skin. After it was done spinning, it fell to the ground, where Nelliel picked it up.

"It seems that even after all these years, Nnoitra," Nelliel said as she looked down at him. "You are still weak."

Nnoitra was nothing more than a storm of emotion. He wanted nothing more than to rip Nelliel to shreds.

"Do not despair, Nnoitra," Nelliel said to him softly. "I won't kill you."

Nnoitra's boiling point was reached. "Don't pity me!"

He got up to attack her when a branch like fist slammed into his stomach. Nnoitra went sprawling across the ground. He got up to see Ultimate Swampfire coming at him.

"Give up, Nnoitra," he said to his fallen enemy.

"No!" Nnoitra said as he started getting back on his feet. "This fights not over."

"Nnoitra…" Ultimate Swampfire started to say.

"No!" Nnoitra opened his mouth and stuck out his tongue. A yellow Cero shot straight at Ultimate Swampfire.

But at that moment, Nelliel used Sonido to appear between Ultimate Swampfire and the oncoming Cero. Opening her mouth, the Cero was swallowed by her. Then as quick as a flash, Nelliel shot Nnoitra's Cero and her own straight back at him. He was engulfed in a double explosion of light.

"Ben," Nelliel said to Ultimate Swampfire. "As long as they are standing, they will continue to try and battle us. We must leave here now."

"Guys!"

The two of them looked to see Ichigo soaring at them.

"What happened to Grimmjow?" Ben asked.

Ichigo pointed behind him, where Grimmjow was lying in a heap on the ground.

"He's alive," Ichigo said. "But we need to get out of here."

"No kidding," Ultimate Swampfire agreed. "I'm surprised Aizen isn't out here already." He looked over at Orihime and Uryu.

"What's she doing?" he asked Ichigo.

"Healing him," Ichigo explained. He was going to say more when the gang heard movement.

Szayel, his body scorched and weak, tried to get back up. "Stop!" He yelled. "We're not done!"

Through the smoke nearby, Nnoitra got back up to his feet despite the fact that he was badly wounded as well. Even Tesla, with some effort, was able to stand up again.

"Enough already!" Ultimate Swampfire yelled in frustration. "How many times do we have to knock you down before you get the message?"

Ignoring Ultimate Swampfire, the three Arrancar slowly began approaching the gang.

"Kurosaki," Nelliel said. "Take Ishida and Inoue, then get out of here. Ben and I will deal with these three."

Ichigo tried to talk.

"You are exhausted from your fight with Grimmjow," Nelliel told him. "You must save your energy."

"Here I come!" Nnoitra yelled as he charged forward.

"I'm afraid that charging in recklessly like that is not going to help you at all, Nnoitra."

Everyone froze at this new voice. But to Ben, it was a voice he was glad to hear. Everyone stopped what they were doing to see Professor Paradox standing nearby some of the ruins.

"Well," Paradox said as he looked at his pocket watch. "It looks like everything's right on schedule. Nothing like good timing, after all."

"Who are you?" Nnoitra asked, confused as to who this newcomer was.

"Allow me to introduce myself," Paradox said politely. "I am called Professor Paradox."

Szayel narrowed his eyes. There was something about this strange man that gave him an ill feeling.

"Professor Paradox," Ultimate Swampfire said in relief. "Boy am I glad to see you."

"Same here, Ben," Paradox replied. "You look like you could use a hand."

"You might say that," Ultimate Swampfire said to him.

Nnoitra laughed. "You expect to take us on?" He asked Paradox with a sneer.

"Oh, I'm not the one who's going to 'take you on' as it were," Paradox replied with a smile and a shake of his head. "They are."

Everyone saw two men come into view. One was a massive man with spiky hair while the other looked like some kind of demented clown who was accompanied by a black haired woman.

"So you're Ben Tennyson," the larger man said as he looked at Ultimate Swampfire. He grinned. "Pleased to meet ya."

Suddenly a pink haired little girl appeared on his shoulders. "Hi, Ben-chan!" She chirped. "Nice to meet you."

"Indeed," the clown-like man said with a nasty looking smile. "I can't wait to start experimenting on you."

Ultimate Swampfire was immediately creeped out. Who was this guy? Szayel's long lost brother?

"I'm afraid that's not going to happen, Kurotsuchi," Paradox replied in a tone that clearly meant he was not amused. "I suggest you remember your limits."

"You think you can limit me, time-walker?" the man Kurotsuchi asked Paradox. The two gave each other a dark look.

"Who are you?" Szayel asked them.

"Kenpachi Zaraki," the larger man said with a sneer-like smile.

"You don't need to know my name," Kurotsuchi said. "But you can tell me yours."

"Why would you like to know my name?" Szayel asked.

"Why? Why you ask?" Kurotsuchi replied. "So I know what to label the jar I'll put you in."

"Professor," Ultimate Swampfire said, clueless. "What is going on?"

Paradox smiled. "The war has begun, Ben. And it's our move now."

**End of Chapter.**

**Next time:**

_"I have not been truthful to you, Harribel," Ulquiorra said to her._

_Harribel raised an eyebrow at her opponent. What did Ulquiorra mean when he said that he had not been truthful to her?_

_"I have not used my full power yet,"_

_Harribel's eyes widened. Ulquiorra hadn't used his full power yet? What was he talking about?_

_"Behold," Ulquiorra said. "The Segunda Etapa!"_

**Next chapter: Ulquiorra's secret: The Segunda Etapa!**

**I bet a lot of you were probably hoping for a more intense battle between Harribel and Ulquiorra. Well believe me when I tell you that the fun has only just begun. Stay tuned for later updates.**

**Also, there's another story I'm working on alongside this. It's an unusual crossover called Total Drama Bleached. It's a crossover where Chad from Bleach is forced to compete in Total Drama Island thanks to his pal, Keigo who signed him up for it. It's not very good now, but the chapters will get better as the story goes on.**

**Hope everyone like this chapter.**


	11. Ulquiorra's secret The Segunda Etapa!

Disclaimer: I do not own Bleach or Ben 10: Ultimate Alien.

Sorry I am late with this update everyone. I've had a busy month. I had to juggle my new job, a writer's block, and a lousy freeloader at my home. But now I've finally got this done.

I finally realized that I have done a bit of a botched job when it came to the romance department. Thanks to my sloppiness, some are asking for a HarribelxBenxNelliel pairing. And I don't know what to do about that. Personally I blame myself. Harribel was my favorite female Espada because she was pretty cool. It's thanks to that this has turned into a love disaster.

See, Ben's mind wasn't even on relationships. He was more preoccupied with trying to get home. Now that he realizes all these girls like him, he has no idea what to do. Which means he doesn't know how he feels about them yet. And now that he's found out, he's really confused as to what he's gonna do now.

Also, Ben will start to develop a brother-sister bond with Orihime. Just wanted to give you guys the heads up in case some of you assume that Orihime falls for Ben. If I have to make a couple for Orihime, it's either gonna be Ichihime or Ulquihime. Personally my money's on Ichihime unless you guys want otherwise.

**Last time on Bleach: Ultimate Alien:**

_Paradox smiled. "The war has begun, Ben. And it's our move now."_

Ulquiorra's Secret! The Segunda Etapa!

Paradox continued to smile as he looked around the area. He saw all the desolation and destruction that covered the area. His eyes landed on the defeated Grimmjow and then on the severely injured Nnoitra, Szayel, and Tesla, who were staring at him with confused but tense expressions.

"I must say, Ben," Paradox said with a chuckle as he brought his attention over back to his ally. "You certainly have a knack for getting into trouble."

Ultimate Swampfire, unable to scratch the back of his neck, settled for scratching his part of his head. It's not like he tried to get into trouble on purpose. At least not nowadays.

Ichigo, Uryu, and Orihime all exchanged glances with each other. Who was this…what did Ben say his name was? Professor Paradox? What connections did he have with Soul Society? And how did Ben know him?

Nnoitra narrowed his eyes at his opponents. More of them had popped out of nowhere. Not that it really mattered at the moment. All he cared about was getting rid of Nelliel and Ben once and for all. But these new guys might try to get in his way.

Szayel was in a more calculating train of thought. So far, the attempt to gang up on Ben and his allies had failed miserably. And now Ben had reinforcements. In a straight forward battle, they wouldn't stand a chance. But perhaps, with his powers, Szayel could turn this fight around in his favor.

Meanwhile, Paradox looked over and saw the stupefied looks on Ichigo, Orihime, Uryu, and Nelliel's face. His smile became a playful grin. "Ah, Ichigo Kurosaki, Uryu Ishida, Orihime Inoue, and Nelliel Tu Odelschwanck. It is a pleasure to finally meet you."

Well this only succeeded in making the four even more confused than they already were. Paradox laughed at this. "Perhaps it would be best if I gave a better introduction. As I have already said I am Professor Paradox. As to why I am here; I'm here to help."

Szayel's eyes narrowed. Paradox. Aizen-sama had never told the Espada about anyone who went by that name. While it was true that Aizen-sama had never told them any names of the people in Soul Society, it felt to him that Aizen-sama should have told them about this Paradox fellow.

"I'm glad to see you, Professor Paradox," Ultimate Swampfire told him. "You said you're here to help?"

"I told you, Ben," Paradox said. "The war has begun and now it's our move."

"Your _move_?" Uryu asked. This man seemed to treat this situation like it was some kind of game.

Paradox nodded in confirmation. "You didn't think we were just going to sit around and do nothing, did you?"

The little pink haired girl chirped up. "Candy-kun wanted to help as soon as possible."

"Candy-kun?" Ultimate Swampfire asked with a dumbfounded look on his face.

Paradox chuckled while having a slightly sheepish grin on his face. "Little Yachiru seems to be the only one in Soul Society who shares my liking in gumballs." He explained.

Szayel, seeing that everyone was distracted, decided that now was the time for him to formulate some kind of plan. Sensing movement nearby, Szayel turned his head to see Nnoitra starting to rise to his feet. The fifth Espada had a crazed look on his face as he looked at Nelliel and Ben.

_That idiotic barbarian. _Szayel thought. _A situation like this calls for intelligence, not brute force. I should be grateful that Yammy isn't here. That big lug would've been dead by now. And Tesla's weaker than both of us. I need to think of something._

"But we thought you weren't going to help rescue Inoue," Ichigo said. "She was labeled as a traitor."

Paradox sighed when he heard that. "I must apologize, Ichigo. I tried to convince the Gotei 13 to help her, but Yamamoto just wouldn't listen. I had to place my faith in Ben, instead. And it seems that my faith was rewarded."

Uryu's eyes widened. "You knew Ben was here?"

"Yeah," Ultimate Swampfire explained. "He's kind of the reason I'm here in the first place."

Everyone except the Captains and their lieutenants looked over at Paradox again. He was the reason Ben was here? What did that mean?

"Paradox," Ultimate Swampfire continued. "Did you know that Aizen was the bad guy all along?"

"Of course I knew," Paradox replied to his friend.

"Then why did you send me here?" That was the one thing that Ultimate Swampfire couldn't figure out. If Aizen was the bad guy, it would've made better sense if Paradox had sent Ben to Soul Society instead.

"We'll talk about that at another time," Paradox said to him. "Now, behind you!"

Ultimate Swampfire turned around to see a weakened Nnoitra lung at him. He drew his arm back, ready to punch Szayel in the face. But he never got the chance, as Nelliel appeared between the two and effortlessly bashed Nnoitra to the side. The fifth Espada went sprawling to the ground.

"You idiot!" Szayel shouted to his fellow Espada. "You're not match for them in your condition."

"Stay out of this, Szayel!" Nnoitra shot back. "You're just standing there!"

"Nnoitra," Nelliel said softly to him. "Please stay down. You cannot possibly fight in that condition."

Nnoitra glared at Nelliel, as if hoping he could kill her with pure hatred alone.

"Be…quiet!" he wheezed. "I'll kill you! I'll kill all of you!"

Ultimate Swampfire had reached his boiling point with Nnoitra. He was more stubborn than his friend Kevin Levin, and that was saying something. "Will you just give up?"

"Nnoitra-sama!" Tesla yelled. "I'll protect you!" With a bellow of rage, he charged forward at Nelliel. She saw him out of the corner of her and prepared to block him. But she didn't need to because Tesla was shoulder rammed by Ultimate Swampfire. Despite being bigger, Tesla had been hit with enough force to send him falling back into the ground. Glaring at Ultimate Swampfire, he started to rise to his feet.

Smirking, Ultimate Swampfire created fire in the palms of his hands. "Stay down." He said to Tesla.

Tesla growled angrily at his enemy. He wanted to blast a Bala or Cero at his opponent, but figured it wouldn't help. According to Nnoitra, Swampfire could regenerate from even having a hole blasted in him. And now that Swampfire was in his Ultimate form, his powers would be even stronger. Besides, there was the chance that Ultimate Swampfire would blaze him with his explosive fire. Tesla had already been blasted enough by Ultimate Swampfire. Would he be able to get Ultimate Swampfire or would he get burned first?

"Interesting," Kurotsuchi noted as he watched Ultimate Swampfire. "A plant creature with the power of fire. You truly are worth experimenting, young Tennyson. I hope to see more of your forms in the future. Personally I am particularly fond of that intellectual form of yours. I believe you referred to it as Brainstorm?"

Ultimate Swampfire looked over at Kurotsuchi. "How did you…"

"Know about your form?" Kurotsuchi finished. "It's rather simple." He pointed at Uryu. "You see that Quincy over there? I had injected him with observational bacteria. I have been witnessing all of his events within Hueco Mundo, including when he watched you battle the Espada."

Uryu's face paled. "You did what?" he demanded.

Ultimate Swampfire looked at Kurotsuchi in shock. Observational bacteria? Watching his every movement?

"Wait a minute!" Uryu suddenly yelled. "Observational bacteria? When did that happen? You mean from that one fight? How long have you been watching me? How much have you seen?"

As Uryu bombarded Kurotsuchi with questions, the captain of the Twelfth Division began rolling his eyes in a goofy manner.

"Hey!" Uryu shouted, extremely annoyed at Kurotsuchi's antics. "Don't ignore me!"

"Enough talking!" Nnoitra roared, drawing everyone's attention onto him. "Don't act like we're not here!"

Kurotsuchi sighed as he turned to face the fifth Espada. "You're rather loud, you know." He stated.

Furious, Nnoitra tried rising to his feet again.

Zaraki frowned. "Stay down," he said. "You can't fight anymore."

Nnoitra looked like he was about to go insane. He was holding his weapons so tightly it that blood was starting to run down his hands. If he had been like this before, Ben would've been intimidated. But now…now Ben just felt sorry for him. He transformed back to Swampfire and then back to his normal human self.

"What do you think you're doing?" Nnoitra demanded. "Change back! We're still fighting!"

Ben shook his head. "No," he answered. "We're done."

"What?" Nnoitra asked in a guttural voice.

"Look at you," Ben stated. "You can barely stand. You've lost."

"I'm still standing! This fight's not over until one of us is dead!"

"This fight is over now!" Ben shot back. "You don't stand a chance in your condition. You can't fight anymore."

Nnoitra was about to retort but Ben continued…

"You keep going on about how you're the strongest, Nnoitra. And now you're being a sore loser. So you lost. Big deal. It's not the end of the world."

"Who asked you?" Nnoitra charged forward at Ben.

Ben brought his hand over to the Ultimatrix just as Nnoitra got closer. But before he could do anything, Nelliel appeared right in front of him and blocked the attack.

Nelliel frowned. "You have not changed, Nnoitra. Not even once have you changed."

Nnoitra spat at Nelliel again. He was too angry to try and waste words with her.

"You are clearly outnumbered and outmatched," Nelliel said to him. "The only one you are hurting is yourself."

"Kill me then!" Nnoitra yelled. "Kill me and grant me a warrior's death!"

Ben's eyes bugged out. "Are you out of your mind?"

"You may be eager to die, Nnoitra," Szayel cried out. "But I'm not!"

Suddenly some sort of tentacle, a bit different from the ones on Szayel's back, came out of the ground where Nemu was and lifted her up. While Ben and his group were shocked by this, Kurotsuchi and Nemu herself only had looks of mild surprise on them.

"Fools!" Szayel laughed. "You should have killed us while you had the chance."

Ben glared at Szayel. "Let her go, Szayel."

"I wouldn't try anything, Ben," Szayel responded. "You so much as reach for that little device of yours, and I'll squeeze the life out of this girl."

"Leave Ben out of this, Szayel!" Nnoitra ordered. "He's mine."

Szayel shrugged at his comrade. "Have it your way then, Nnoitra. But don't kill him. I look forward to making him suffer as much as possible."

Paradox shook his head in disapproval. "Such lowly tactics. It is little wonder why you are only the Eighth Espada, Szayel."

Szayel glared at Paradox. "Silence!" he yelled.

Nemu cast an unimpressed glance at Szayel. "You will gain nothing by taking me hostage."

"Be quiet!" he snapped at Nemu.

Ben shook his head in annoyance. "You must be pretty desperate, Szayel. I'm pretty sure Nelliel could free her way before you could do anything."

Szayel no longer had the look of the arrogant scientist he claimed to be. Instead he looked like a man on the brink of insanity. In fact, nobody could tell if which was the crazier one between him and Nnoitra. The truth was that Szayel had a feeling that Nelliel was fast enough to finish him off before he could do anything. But he did have one trick up his sleeve. The only problem was how to carry it out. It was all a matter of manipulation.

Ben looked at the strange sight in front of him. As a rule, Ben never really killed anyone. If he did, it wouldn't be in cold blood. Or like this. These guys were beaten but they just wouldn't accept defeat. Why couldn't they just listen to reason?

Paradox sighed. "Ben," he said. "I'm afraid that they just don't know when to accept defeat. Shall we depart?"

"What?" Ben asked in surprise.. "Are you sure, Professor?"

Paradox grinned again. "Ben, the three of them look like they could be knocked out with rain drops. I'm very certain Zaraki and Kurotsuchi can handle things from here.

"Not much of a fight," Zaraki commented. He brought his attention to Ben. "Go on, kid. You and I can fight later."

"I need to collect these specimens before they become too damaged," Kurotsuchi answered. "I'll let you go this time."

"Okay," Ben said. He turned to face Uryu, Ichigo, Orihime, and Nelliel. "Alright guys. Let's go!"

"Wait," Ichigo interjected. "What about Grimmjow?"

"Don't worry about him," Paradox reassured him. "He'll be fine. Now we must be off."

With that, the six companions headed off as the weakened Espada and Fraccion faced the two Captains.

* * *

"Will they be okay back there?" Nelliel asked. She had reverted back to her sealed state. She and the others were running with her in the lead. Ben's plan was to regroup with Harribel and the others. So everyone's destination was back to the inside of Las Noches.

"They should be," Ben said as they ran. "We did all the work." He looked over at Ichigo. "I don't think we've been properly introduced. I'm Ben. Ben Tennyson."

"Kurosaki Ichigo," Ichigo said as they continued running.

"That was amazing what you did back there, Tennyson-kun!" Orihime complimented her new friend.

"Thanks" Ben said to her.

Uryu nodded in agreement. "That Ultimate form of yours came in handy."

"Professor," Nelliel said to Paradox.

"Yes, Nelliel?" Paradox replied.

"Ben said that you were the reason he was in Hueco Mundo," Nelliel told him. "What did you mean by that?"

That got everyone's attention. They all turned to look at Paradox.

"Well, dead Nelliel," Paradox said to her. "I knew that Ben of all people who be able to think outside the box."

"Think outside the box?" Ben asked him in confusion. "What is that supposed to mean?"

"It means that I knew that you would be able to bring Aizen down in a different way than fighting."

"What are you talking about?" Ichigo asked.

Paradox sighed. He had a feeling that not everyone would like his explanation.

"I mean that I brought Ben here with the purpose of turning Aizen's army against him."

Everyone came to an immediate halt when he said that.

"Say what?" Ben asked, wondering if he heard Paradox right.

"I brought you here, Ben, so that you could become friends with the Arrancar," Paradox explained. "And by doing so, the Arrancar would turn against Aizen and weaken his forces."

"You mean you used me?" Ben asked, angry and hurt at what Paradox had done. "This whole entire time, you used me?"

Everyone else glared at Paradox angrily. Meanwhile, Nelliel felt inner turmoil within her. This entire time, Ben had been brought to Hueco Mundo just to make the Espada turn against Aizen? Did that mean that he…was all her feelings…?

"It's not like that, Ben," Paradox said quickly. "It's not like that at all."

"Then what is it?" Ichigo demanded as he tightened his grip on his Zanpakuto. "And you better not lie."

"I understand what you must think of me," Paradox told him. "But I assure you that my reasons are understandable."

Ichigo's glare hardened. "Start talking," he demanded.

"Ichigo," Paradox said to him. "As hard as this may be to believe, I am a time traveler. I have seen countless possibly futures and outcomes. When I saw the original outcome of the war between Soul Society, I realized that I had to intervene."

"A time traveler?" Uryu asked, with a hint of skeptism.

"It's far too long to explain now, so you will have to take my word for the moment," Paradox said to him. "As I was saying, I decided to lend my assistance after watching the war between Soul Society and Hueco Mundo. But I realized that I alone would not be much help. So I decided that someone else was better suited for the job. That someone was Ben."

"So you sent him to Hueco Mundo to take Aizen down from the inside," Uryu calculated.

"Not knowingly," Paradox replied. "The whole time he was here, Ben was unaware of the events that were to take place. He knew nothing of the war between Soul Society and Hueco Mundo. In fact, he did not know that they existed at all."

Nelliel gasped when she realized this. Ben _hadn't _known about the war. And if everything else Paradox said was true…

"When I sent Ben to Hueco Mundo to befriend the Arrancar, I sincerely wanted him to become friends with those that he could," Paradox continued. "I hoped Ben's presence would show them Aizen was wrong and try to find new meaning in their existence. While Ben has not managed to turn all of Hueco Mundo against Aizen, he has definitely made progress."

Nelliel bit her lip. There was much that she wanted to ask, but was afraid of the answer. Paradox noticed this.

"He does care about you, Nelliel," Paradox reassured her. "He has never deceived you or tried to manipulate you. Everything that you have shared with him is one hundred percent real."

Ben looked over at Nelliel. For the moment, he didn't care about the awkward knowing that she loved him. He realized she was afraid that he had only pretended to care about her.

"You're my friend, Nelliel," he said softly to her. "I wouldn't do anything to hurt you."

Joy sprang up inside Nelliel and she suddenly embraced Ben in a bone crushing hug. Ben gritted his teeth to prevent yelling out in pain.

"Thank you," Nelliel said softly, trying to keep her emotions under control. "Thank you."

Feeling too awkward to do anything, Ben settled with giving her a one armed hug in return. He was afraid that if he gave her full hug, she would misinterpret it.

"Ben!" a voice cried out, causing the two to separate.

Everyone looked to see where the voice was coming from. They could see Harribel, her Fraccion, Nelliel's Fraccion, and Renji running towards them. Harribel was carrying Chad while Renji was carrying Rukia. Harribel's Fraccion and Nelliel's Fraccion were the ones running the fastest. Nelliel's Fraccion was running towards her, but Harribel's Fraccion were running towards Ben. Ben could make out a bundle of something in Pesche's hands, but he couldn't exactly tell what it was.

"Inoue!" Sun-Sun called over.

"Sun-Sun!" Orihime cried happily. She had become good friend with Nelliel and Sun-Sun during their time together.

"Nelliel-sama!" Pesche and Dondochakka cried with tears of joy coming out of their faces.

"Pesche!" Nelliel called back. "Dondochakka!"

Ichigo's attention was on Renji and the injured Rukia and Chad.

"Rukia!" he called. "Chad!" He immediately ran over to Harribel and Renji, since they were carrying his two friends.

"It's okay, Kurosaki," Renji told him. "We got them healed for a bit. But we decided to bring them to Inoue to heal them better."

Having been the only one not properly introduced to everyone, Ichigo was still a little tense around all these Arrancar.

"Relax, Ichigo," Ben said. "They're my friends. You can trust them."

"We were not properly introduced," Harribel said to Ichigo. "I am Tia Harribel, the third Espada. These are my Fraccion, Apache, Mila-Rose, and Sun-Sun."

With rather wide eyes, Ichigo, Orihime, and Uryu greeted the four. They realized that these were the other girls that Grimmjow said were in love with Ben. Personally, they were amazed that a woman like Harribel would fall in love with a guy like Ben. _That _was one they did not see coming.

That's when they had become aware of Paradox standing next to Ben's group.

"Who are you?" Apache asked, instantly distrusting him.

"It's okay, Apache," Ben assured her. "He's Professor Paradox, a friend of mine."

"Can we trust him?" Mila-Rose asked as she analyzed to see if Paradox would be a threat.

"You can trust him," Ben told her. "He can be a little strange at times, but he means well."

Paradox smiled at Ben. He was relieved to see that Ben had forgiven him.

As introductions were made, Orihime went to healing Rukia and Chad with her powers.

"Got to admit," Ben commented when he saw Orihime healing them. "That comes in handy."

Ichigo and Uryu nodded in agreement, as they both remembered how helpful her powers were.

But Ichigo felt that somebody was watching him. He turned around to see Apache, Mila-Rose, and Sun-Sun all looking at him.

"Uh," Ichigo said. "Can I help you?"

"We were just seeing what was so special about you," Apache said as if that was all the answer Ichigo needed. Instead it caused him to raise an eyebrow in confusion.

"Aizen has talked about you a lot," Mila-Rose explained. "We want to know why he thinks you're so special."

Hearing this got Ichigo's curiosity. Aizen had been talking about him. Why?

"Not that he really matters," Apache added with a shrug. "He thinks Ben's a bigger threat than you are. And I agree."

Ichigo scowled at her words. Was the real reason they were looking him just an excuse to insult him.

But Apache's words also caught Ben's attention. "Hold on. Aizen thinks I'm a threat?"

Mila-Rose smiled at Ben. "Of course he does, Ben. Even Ulquiorra said you were a threat. According to Harribel-sama, Ulquiorra believes that you're a bigger threat than Kurosaki is."

This caused Ichigo's group, Nelliel, and her Fraccion to look at Ben in wonder. They had never known that Aizen considered Ben a threat. And for someone like Ulquiorra to consider Ben a threat was very impressive.

"Kurosaki Ichigo," Harribel said, looking over at the Substitute Shinigami.

Ichigo turned to look at her. "Yes?" he asked.

"I sensed several new reiatsu enter Las Noches. The reiatsu of Shinigami. Your reinforcements?"

"You could say that," Paradox said to her. "The rest will be along shortly."

"How many did you bring?" Ichigo asked.

"Enough," Paradox said cryptically. That was all they got out of him.

"So where are Captain Zaraki and Captain Kurotsuchi?" Renji asked.

"So they are battling Nnoitra, Szayel, and Tesla right now," Ben noted. "At least they are out of the way."

Apache grunted. "Those three are nothing but cowards for trying to gang up on Ben."

"Oh please," Mila-Rose said haughtily. "As if any of those three would be a match for Ben. I bet he was fighting them all singlehandedly."

"I never said he couldn't do it," Apache retorted. "I just said that it was wrong for them to gang up on him."

Mila-Rose looked like she wanted to say more but was rudely interrupted by Pesche.

"Nelliel-sama!" Pesche had shouted, causing Ben, who was standing right next to him, to jump. "I just remembered. Dondochakka and I have a surprise for you!"

Nelliel gave her Fraccion a curious look. "A surprise?" She asked.

Pesche lifted up the object in his hands. It appeared a pair of clothing of some kind.

Nelliel's eyes widened. "Is that…"

"It's just like your old uniform, Nelliel-sama, Don'tcha know?" Dondochakka said to her.

"Old uniform?" Ben asked, then slapped his forehead when he realized how stupid he sounded.

Nelliel giggled at him as she took the clothing from Pesche. "Of course, Ben," she replies slyly. "You didn't think **this **was my only outfit did you?" She indicated the green rags that only just covered her body.

"I, er, uh, er," was all that came out of Ben's mouth, causing mostly everyone to laugh at him. The exception, of course, was the level headed Harribel.

"Before we went to help you," Sun-Sun explained. "Pesche and Dondochakka requested that we find more appropriate attire for Nelliel-sama."

Nelliel smiled at all of them. "Thank you, all of you." She said. "I'll be back shortly." Nelliel used Sonido to vanish. Obviously she was looking for a place to change.

"It's so good to have Nelliel-sama back!" Pesche and Dondochakka both cried joyfully. Tears were even pouring out of their eyes.

Apache groaned as she watched them. "How those two got to be Fraccion, I'll never know."

With nothing else to talk about, an awkward silence came upon the group. Everyone either fidgeted or moved in place. Ben decided that he would try and start a conversation.

"How are they, Orihime?" he asked the orange haired healer, indicating Chad and Rukia.

"Chad and Rukia are doing better now," she responded.

"It shouldn't take too long," Mila-Rose commented. "We had them healed by one of our own healers, so they should be fully healed by now."

"Done," Orihime said. The shield vanished and she backed away. Ichigo walked up to the two.

"Hey, Rukia," he said as he started to shake her.

Rukia stirred for a moment, then slowly opened her eyes.

"I…chigo?" she muttered.

"Rukia!" Renji cried joyously. "You're okay!"

Rukia slowly turned her head to look Renji. "Renji?" she asked as she rubbed her head. Slowly she started to rise. "What happened?"

"You were gravely wounded by the Espada known as Aaroniero," Harribel replied. "Although you succeeded in killing him."

Rukia snapped her head in the direction of Harribel. When she saw her, Rukia's eyes went wide in fright. She could immediately tell that this woman was an Arrancar

"It's okay, Rukia," Renji reassured her before she could try to do anything. "She's on our side."

Rukia looked at Renji. "Our side?" she asked him.

"Yes," Harribel answered. "My Fraccion and I shall help you against Aizen."

It here that Rukia noticed Apache, Mila-Rose, and Sun-Sun, each one greeted her with nods from their heads.

Rukia shook her head in confusion. "What's going on?" she asked.

"I'm back," Nelliel said.

Everyone turned to see Nelliel wearing a form fitting white outfit with a pair of boots. The uniform covered her entire body, much better than the green rags she had been wearing. Her outfit included a skirt around the waist area. A sash was tired around the skirt now carried her Zanpakuto Gamuza.

"Nelliel-sama!" Pesche and Dondochakka both shouted in joy.

Nelliel smiled as she looked herself over one more time. She was not a woman who cared about fashion or appearances. But she felt rather comfortable back in her old uniform. Or perhaps she was just happy to bear wearing something a little less revealing than her rags.

That's when she became aware of Rukia. "Hello," she greeted with a smile. "I'm glad you're okay."

Rukia blinked as she looked at this woman. She couldn't take all this confusion. "What's going on around here?" she asked the others.

Ben sighed. "You might want to sit down," he told her.

After introducing himself to Rukia, Ben began his tale. Paradox went first and told everyone about him being a time traveler. Harribel's Fraccion doubted him but Harribel could see that Paradox was not lying. Paradox then went on to tell about that he was the one responsible for bringing Ben to Hueco Mundo. When he explained his reasons, the other girls had the same reaction Nelliel had. Ben reassured them that he was sincerely their friend, where he was backed up by the others. Then Ben told Ichigo's group about how he was brought before Aizen and got recruited into the Arrancar Army after his battle with Yammy. Harribel and her Fraccion also took part in telling the story. Whenever the three girls took part in the narrating, they would often compliment Ben on his abilities. Now they weren't acting like obsessive fan girls, but they would often add subtle compliments and praises about Ben. It was lost on nobody and it succeeded in making Ben rather uncomfortable. Mostly because he now knew that they were in love with him.

"And now," Ben finished the story. "Here we are."

Everyone had to admit that Ben led a very exciting life. Ichigo's group had been left speechless after the story had been told.

"That's incredible," Rukia managed to say.

"And where did you get your Ultimatrix from?" Uryu asked, pointing at the Ultimatrix on Ben's wrist. Ben explained that it was responsible for his transformations, but said nothing else specifically on the Ultimatrix. "Where could such advanced technology possibly come from on Earth?"

Orihime opened her mouth to tell Uryu that Ben had gotten it from aliens, but before she could say anything, Harribel spoke.

"That story must be told at another time," The current third Espada said. "For now, we must decide our next course of action."

Her Fraccion nodded their heads. Even the other members of the team nodded in agreement. After all, it was the only thing they could do at the moment.

Ichigo scratched the back of his neck. "We only came here to save Inoue," he said. "After that, we were going to head home and wait until Soul Society was ready."

"They seem ready now," Ben pointed out. "So let's go after Aizen."

"We can't just waltz into Aizen's chambers," Uryu told him. "We still have the top two Espada to deal with."

"Not to mention Gin and Tosen," Harribel pointed out.

Ben groaned. "But we can't just sit here and do nothing."

"What do you think we should do, Paradox-san?" Renji asked.

Paradox smiled. "Any decision made here will be fine with me."

"That's helpful," Apache grumbled.

"So what are we gonna do?" Ben asked, tired of the group getting nowhere fast.

"We could go ahead and get rid of Starrk and Baraggan," Apache suggested. "And Gin and Tōsen."

Ben frowned at Apache when she said the words "get rid of".

"What else can we do?" Mila-Rose asked him. She knew that Ben didn't approve of killing, but she couldn't think of any alternative.

Ben shook his head and folded his arms. He was definitely not going to change his mind.

"If you do not want to kill them, Ben," Harribel said. "Then we shall not. However, if that is the case, then perhaps it would be best if we were to receive aid from Soul Society."

"But what about…?" Orihime started to ask. She feared that Soul Society would attack them for being Arrancar.

"We'll do everything we can," Renji reassured her. Rukia nodded and put a comforting hand on Orihime's shoulder.

"Don't worry," Paradox said. "I have become quite a bit of an influence in Hueco Mundo. I'll be able to persuade them."

"Great," Ben said with a grin. Then his grin vanished. "Uh…how do we get there?"

"I shall create a Garganta to Soul Society," Harribel said. "It is not difficult to do so, but most Hollows know better than to appear in the home world of the Shinigami."

Ben nodded. Well that took care of that. Then realization hit him. He had no idea how things would turn out once they reached this Soul Society place. Right now was possibly his last chance to talk to the girls about what Grimmjow had told him. Realizing that he couldn't put it off any longer, he gulped.

"Uh, Harribel? Apache? Mila-Rose? Sun-Sun? Nelliel?" he asked, causing all five girls to look at him. "Er, before we go, can I talk to you guys? Alone?"

Harribel, Apache, Mil-Rose, and Sun-Sun all exchanged confused glances with each other. Nelliel, however, knew what Ben wanted to talk to them about. And now her stomach felt like it had been tied into knots.

Uryu, Orihime, Ichigo, and of course Paradox knew what Ben wanted to talk to the girls about, but Rukia, Renji, and Chad were clueless.

"Is something wrong?" Rukia asked.

"None of your business," Ichigo retorted.

As Ichigo and Rukia went into a heated argument, Ben and the five Arrancar walked further away from the group. Clearly indicating that Ben wanted to be where nobody would overhear him, The girls used Sonido to carry Ben further away from where the rest of the gang were resting at. Paradox noticed this and gave a small smile.

_Good luck, Ben._ He thought to himself.

Once Ben was sure that nobody would be able to eavesdrop on them, he tried to relax. Unfortunately he was only able to relax about a centimeter.

"Ben?" Harribel asked concernedly when she noticed the uncomfortable look on Ben's face. "Is something wrong?"

Ben fidgeted, not sure how to start this conversation at all. He began looking everywhere but at the five girls before him. His actions worried them.

"Ben?" Sun-Sun asked.

Nelliel, the only one who knew what this was about, felt her stomach tighten more. She hoped that Ben was not going to say what she thought he was going to say.

"Gri…" Ben tried to say, but he couldn't get the words out. "Gri…" he tried again. His face suddenly turned red from embarrassment.

Apache raised an eyebrow. "You okay, Ben?" she asked

"grimmjow said you were all in love with me" Ben managed to get out. But he said it out really really fast.

All five girls blinked at what he said. Harribel and her Fraccion could not understand what Ben said but Nelliel did. If she wasn't so nervous, she would have giggled at Ben's mumbling.

"Ben," she said quietly to him. "Could you try that again?"

Taking a gulp and then a deep breath, Ben started to speak slower.

"Grimmjow said you were all in love with me," he repeated. Then he braced himself for whatever would happen.

Nelliel, having already confessed her feelings for Ben, only felt her stomach tighten harder. Harribel, Apache, Mila-Rose, and Sun-Sun on the other hand were immediately surprised by this. Harribel's eyes only widened a fraction, but she was in fact great surprised. Her Fraccion, on the other hand, had gone very wide eyed. As Ben waited for them to reply, he noticed the three of them were starting to blush and fidget nervously. The only reason he couldn't tell if Harribel was doing the same thing was due to her collar.

_Grimmjow was telling the truth!_ Ben cried in his mind. He had personally been hoping that it had all been some kind of sick joke on the Sixth Espada's side. But apparently the battle junkie had been telling the truth.

The words"Oh man" was the only thing that could come to Ben's mind.

Truth be told, the four female Arrancar had not expected Ben to bring up that of all topics. His question obviously meant that he never knew how they actually felt about him. While they were a little saddened that Ben had not noticed their feelings, Harribel's Fraccion silently cursed Grimmjow for running his big mouth. They had wanted to confess their feelings for Ben in a special way. Then the three Fraccion realized something. Harribel-sama was in love with Ben too? They exchanged a worried glance with each other. It was bad enough that they had Nelliel for obvious competition, but having to compete with Harribel-sama was even worse.

Harribel sighed. She had never expected things to turn out like this. Out of the five of them, Harribel never expected much of her feelings for Ben. She loved him, yes. But she also had been certain that she and Ben were not meant to be. She knew that there was so many differences between them. But Arrancar do not follow time the same exact way humans did. Harribel was more than willing to wait for Ben to become a full adult if that was her only chance to be with him. But that did not stop her love for Ben now.

"Grimmjow was telling the truth," She said softly. She walked closer to Ben, causing the poor sixteen year old to freeze. "I do indeed love you."

"I love you too," Apache muttered quietly, trying to look everywhere else but at Ben.

"As do I," Mila-Rose responded. Despite the blush on her face, she held her head up proudly. Though it looked like she putting a bit of effort in doing so.

"I as well," Sun-Sun said. Unlike the other two, she remained the calmest despite the blush on her face.

It took every ounce of willpower that Ben had to not pass out right then and there. This was too much. Back home, the only girl who sincerely liked him for being himself was Julie. Any other girl only liked him because of his celebrity status. One example was Jennifer Nocturne, a teen actress who pretended to be with Ben to boost her own career. (See the Ultimate Alien episode: Hero Time)

But these girls. These girls actually "loved" him for who he was. Ben held his head in his hand. Loved? Loved? Not trying to have a big head or anything, but Ben could understand the girls liking him or being attracted to him, but LOVED him? What did he possibly do to make THAT happen?

"You were unaware of our feelings," Harribel noted. She did not have any disappointment in her voice. She could tell that Ben had been unaware.

Ben looked at the ground. Harribel had been right on the dot. He had no idea that they all had feelings for him. And he had no idea how he felt right now. He was scared that he would break their hearts.

"You couldn't tell?" Apache asked Ben, a hint of hurt in her voice. Mila-Rose and Sun-Sun also looked a little hurt.

"I thought you were just messing with me," Ben replied quietly, annoyed with himself for being so dense.

The three Fraccion's expressions went wide in shock and then softened when they heard that. But they also felt guilty at what they're actions had caused Ben to think.

"Ben," Sun-Sun said softly. "We would never do anything like that to you."

"You're the first man to ever treat us like this," Mila-Rose said. "No one else even came close."

Ben raised an eyebrow. "So the only reason you like me is because I was the first guy to be nice to you?" He asked.

The three girls looked at each other nervously before looking back at Ben.

"At first," Mila-Rose admitted. "But then the more we hung out with you…"

"The more we realized what a wonderful person you were," Sun-Sun finished for her.

"At first I didn't think that I would fall for you, Ben," Apache said with a sheepish grin. "You just didn't seem my type. But then I saw what a great guy you are."

Ben shook his head in wonder. It seemed so obvious now and yet he never realized it.

"You thought I only saw you as a brother, didn't you, Ben?" Nelliel asked, having been given time to think about why Ben had not realized her feelings either.

Ben tried to give her a sheepish smile but it just couldn't come out. It looked like a cross between a sheepish grin and a cringe.

"Then I am to blame," Nelliel said sadly. "But I do love you, Ben. I love you and I'm _in_ love with you."

Ben remembered those times when he tried to figure out if Nelliel loved him romantically or like a brother. It had been difficult to figure out since Nelliel had first met him when she was in a child form. But now he knew. And he was still back where he started.

"Are you already in love with someone?" Harribel asked gently.

That question caught the other girls attention. What if Ben already had someone? Was that the reason he didn't show any interest in them? Immediately they felt guilty for doing so, as well as jealous that somebody already had Ben's heart.

Ben looked at the ground. "Not anymore." He confessed. While he and Julie had simply gone their separate ways, he remembered all the special times they shared together. But now those were nothing but memories.

Now the girls felt worse. Ben must had been suffering from heartbreak and here they were, in his personal space. The girls' guilt had increased, but their jealousy had been replaced with anger at the girl who possibly broke Ben's heart.

"I'm sorry, Ben," Nelliel said quietly, "I didn't know."

"It's not your fault," Ben said hastily. "I'm the one who didn't notice that you guys cared about me."

"I should not have been so forward," Nelliel admitted. "But please believe me when I say that I would never do anything to hurt you. I would never forgive myself if I did."

"I..." Ben started to say.

"You are brave, selfless, and always willing to protect others no matter who they are," Nelliel said with a smile. "You do not use your powers to bully others or make yourself superior. You were always there for me, even though you didn't need to be."

Ben found himself caught off guard by this. Nelliel really saw all these qualities in him? Hearing this made him feel guilty of all those times when glory and fame got to his head.

"At first," Nelliel went on. "My feelings were a childish crush. But when I regained my true form, my feelings did not go away. Nor did I wish them too. They had become more than a childish crush. They became something special. You cared for me, you protected me, you were there whenever I was sad or alone. I felt joy just by being near you."

Ben found himself caught in a crossroads. He had not intended on any of this happening. But now here it was and he didn't know what to do. Now came the one that was the most awkward of all situations.

"Okay," he said, bringing his attention to Harribel. "I can understand the other girls. Kinda," he admitted. "But how did…what did…"

"You are wondering as to how I of all people fell in love with you?" Harribel asked.

Ben scratched the back of his neck nervously. "I never thought a woman like you would fall for a guy like me. I mean…I just…I…"

"I understand, Ben," Harribel reassured him. "It is unusual."

"That's one way of saying it," Ben mumbled. Harribel could still hear him and gave a soft smile even though Ben could not see it.

"When I first joined Aizen's ranks," she said. "I felt a place of belonging. I truly believed that Aizen would give us a better life. He was also intimidating, using his power to show what would happen if someone was to defy him. I saw it as the way of life. Then you came along."

"When you came, I could already see that there was something special," Harribel continued. "There is something about you. The more I spent time with you, the more I felt it. You protect those around you despite the danger to yourself. You were kind to others regardless of who they were. You never compromised in your beliefs. You were powerful, but did not flaunt in your power. To see such humanity in this place brought out feelings. Feelings I did not think possible in a place such as this. The respect and loyalty I felt towards Aizen could not compare to what I feel for you. The only man I have ever loved."

That was the final straw. Ben lost all his momentum and his rear landed onto the desert sand. His mind was too busy trying to rebuild itself. Now that the news had actually been confirmed, Ben was trying to take it all in. He could just imagine Gwen and Kevin's reactions if they found out about this one.

"_Dude!" _he imagined Kevin saying. _"How'd you get five girls to fall in love with you? And two of them are older hotties. Gotta give you credit, Tennyson."_

As for Gwen, well he was scared of that outcome.

"_Ben!" _he pictured her yelling at him. _"How could you? Five girls? Two of them way older than you? What are you thinking?"_

Yep, that sounded like something Gwen would tell him. Even if it wasn't his fault to being with. But Ben believed a relationship should only between one boy and one girl. And, being rather respectful of women, had not even tried to consider being in a relationship with one of them. And now that all five girls wanted to be with him…what the heck was he supposed to do?

_Do other superheroes have this problem? _He asked himself.

Harribel noticed Ben's face. Despite understanding his reaction, she sighed a little.

"Do I make you uncomfortable, Ben?" she asked him.

That question snapped Ben out of his thoughts.

"It's not that," he told her. "It's just that…"

"Do I make you uncomfortable, Ben?" Nelliel asked, fearing Ben's answer.

"No," Ben told her. "I…"

"Do we make you uncomfortable, Ben?" Apache, Mila-Rose, and Sun-Sun all looked at Ben nervously.

Ben cringed. This was exactly what he was afraid of happening.

"No," he said. "Well, kind of. I mean. I…I…I don't know what to do." He looked at them, pleading with his eyes to understand that he was not trying to play hard to get or anything. He truly was confused and didn't know what to do.

The five girls all exchanged guilty looks with each other. Nelliel, Apache, Mila-Rose, and Sun-Sun had all hoped it would be wonderful when they finally confessed their feelings for Ben. Now they felt like they had put a heavy burden on the boy that they shared feelings for.

"Please forgive us, Ben," Nelliel practically whispered.

"It's not your fault," he reassured them. "It's just that I…I have no clue what to do right now."

The girls looked at each other, as if having a conversation but simply looking at each other. After a moment of this, the girls looked back at Ben. Harribel spoke now.

"We understand, Ben,"

Ben looked up at her. "You do?" he asked.

"Yes," Nelliel said with a smile. "All of this must be a lot for you to take in. We know that you may not have feelings for us now. But we hope that…maybe…after Aizen is defeated…you might have feelings for us then?"

Ben scratched his head again as he looked to the ground. This was as good an offer as he could get. Right now his mind was on stopping Aizen and learning that five female friends of his loved him had thrown an unexpected wrench in the works. Although he was uncertain about the outcome of this, he wondered if maybe…just maybe…he would fall in love with one of them. And who knew, maybe along the way he'd figure out who his heart belonged to.

Feeling relieved at last, Ben smiled at them. "We'll see," he said. "You never know."

The girls smiled, even Harribel did behind her collar, understanding that Ben had enough on his mind with dealing with the war. Now that they finally confessed their feelings for Ben, they were more than willing for Ben to think about who he had feelings for. Hopefully he would consider being with one of them when the war was over. Of course, each girl was hoping she'd be the one that Ben would choose.

"So what are we waiting for?" Ben asked. "Let's go get…

But at that moment, all the girls' eyes widened in shock. It did not go unnoticed by Ben.

"What is it?" He asked.

"Quickly!" Nelliel said, grabbing Ben. The girls then used Sonido, dragging the poor wielder of the Ultimatrix with them.

They had returned to where they left the others. Every single one of them had their weapons out except for Pesche and Dondochakka, who were shaking like mad. Rukia carried a pure white katana with some kind of ribbon attached to it. Chad, on the other hand, had transformed his arms. His right arm was covered in some kind of black and red cover with a massive shield attached to it. The left arm was now covered in white with a red stripe running down the center. A large spike stuck out from the shoulder blade. Paradox was the only one without a weapon, but he was glaring all the same. Ben turned to what they were looking at. Standing there was Starrk, who was holding Orihime. His eyes narrowed at the Primera Espada.

"Let her go, Starrk!" he warned, getting ready to activate the Ultimatrix.

Starrk sighed. "Sorry, Ben," he said, truly sounding sorry. "I don't like using such tactics. But I've got no say in the matter."

The Primera Espada looked over at the others who had joined the group.

"Never thought you'd betray us, Harribel," Starrk said to her.

"Starrk, listen to me," Harribel told him. "Aizen is only using you. Don't listen to him."

If Starrk was listening or not, he gave no indication. He merely looked over at the others. When his eyes landed on Nelliel, he still remained as calm as usual. "I never thought I'd see you again, Nelliel."

Nelliel shook her head in sadness. "Starrk, please," she pleaded to him. "Harribel is right. You don't need to do this."

Starrk looked at the ground. Ben could see a small hint of regret in his eyes. "I have no choice," he said softly.

"Rubbish," Paradox said in huff. "You do have a choice, Starrk. Do you honestly believe that Aizen will make the world a better place? That he cares about you?"

Starrk said nothing to the Professor. Instead he looked over at Ben. "Sorry it had to come to this, Ben," He said in a truly regretful voice. "I was kind of hoping we could have been friends."

Ben's eyes widened. He opened his mouth but Starrk vanished, taking Orihime with him.

"Inoue!" Ichigo yelled in fury. Just when he thought he had saved her, she had been taken away again.

"Where'd he go?" Rukia asked in shock.

"To Aizen's tower," Harribel replied.

"Let's go!" Ben shouted.

Harribel suddenly lifted herself off the ground using her spiritual pressure and flew off towards the dome of Las Noches. No soon her had she done so that Ichigo took off after her.

"We're coming, Harribel-sama!" Apache, Mila-Rose, and Sun-Sun yelled. They flew off after her.

Ben quickly activated the Ultimatrix and switched the dial to Jet Ray. He slammed the dial down and transformed.

"Wow!" Rukia cried out. Even though she had been told that Ben could turn into different creatures, she still hadn't expected to see him transform.

"Come on, guys," Jet Ray said to the others. "Let's go!"

Nelliel nodded at him. The two of them took off towards the inner towers. In a matter of seconds, the two of them caught up to Harribel and the others. Rukia, Renji, Chad, Pesche, and Dondochakka arrived shortly afterwards. Paradox, using his time powers to speed up his own personal time, caught up with them in no time. (No pun intended, I assure you.)

"This doesn't make any sense," Jet Ray said as they sped towards the inner towers of Las Noches. "Why kidnap Orihime again?"

Paradox looked at the ground as they flew towards the ground. "It's all part of Aizen's plan."

"Yeah," Jet Ray agreed. "But which part of the plan?"

"I wonder why Starrk didn't kidnap Ben too," Rukia commented. "Surely Aizen wants to punish him for betraying him."

Before anyone could say anything else, they all paused to hear a voice that boomed throughout Las Noches. They all froze when they realized that it was Aizen's voice.

"I congratulate all of you on your efforts," Aizen's voice called out. "You've gone through much trouble to rescue Inoue Orihime. You're welcome to come and take her. For I no longer have any use for her."

"What?" Ichigo yelled.

"What's he talking about?" Jet Ray asked.

"Her ability to reject fate is quite intriguing," Aizen's voice went on. "But her only purpose being here was to bring Soul Society's captains to Hueco Mundo."

"You mean he used her as bait?" Jet Ray asked, angry that Aizen would do something so low.

"It would seem that way," Paradox admitted, not pleased that Aizen would do that to an innocent girl like Orihime.

Jet Ray snarled. "What a jerk!"

"How could he be so cruel?" Nelliel asked. Orihime did not deserve to be treated in such a way.

"Now that Soul Society is here, I shall begin the destruction of Karakura Town to create the Spirit Key. If you want Inoue back, come and get her."

"Destroy Karakura Town?" Ichigo cried out.

"That was his plan the entire time?" Jet Ray asked.

Harribel's eyes narrowed. As usual, they had been caught up in one of Aizen's little games.

"My final words go out to my former ally Ben Tennyson."

Jet Ray growled when he heard Aizen mention his name.

"I am impressed that you have turned one of my Espada over to your side, Ben," Aizen's voice boomed. "Once you have rescued Inoue, I hope you make it to Karakura Town. There you shall what you have thrown away by betraying me."

Jet Ray's eyes narrowed. "Just you wait, Aizen," He said in fierce tone.

"What do we do, Harribel-sama?" Apache asked Harribel.

"If we don't do something, Karakura Town will be destroyed," Rukia said. "And all those people."

Ichigo shook his head. "We can't leave Inoue behind. She's our friend. We've come this far to save her. I won't abandon her now."

"But what about Karakura Town?" Renji asked Ichigo.

"You don't need to worry about that," Paradox told them.

Everyone turned to look at Paradox.

"Professor Paradox?" Jet Ray asked.

"Don't worry about Karakura Town," Paradox said. "Soul Society was well prepared."

Ichigo raised an eyebrow. "What are you talking about?"

Uryu's widened in understanding. "Aizen's walking into a trap!"

"Exactly," Paradox grinned. "I know Soul Society is rather dense in certain matters, but even they have the sense not to leave important places unguarded. Now what are we standing around here for? We must save Orihime."

"I'm afraid no one is going anywhere," a voice said.

Everyone turned to see a large group of people in white clothing and skull masks standing in front of them. At the head of the group was a want wearing a mask that appeared to be the skull of a goat or some similar animal.

"Rudobōn," Harribel said as she unsheathed Tiburon. "Leader of the Exequias."

Immediately everyone else pulled out their weapons. Even Pesche and Dondochakka produced weapons. Pesche was holding some kind of hilt with a glowing blade like Uryu's Seele Schneider and Dondochakka was holding some kind of large, spiked club. Jet Ray prepared to fire Neuroshock beams in a second. Only Paradox faced the Exequias with a completely calm demeanor.

"I will only say this once, Rudobōn," Harribel the Exequias' Leader. "Leave."

"I cannot do that, Harribel," Rudobōn replied. "You have betrayed Aizen-sama. You must pay for your disloyalty."

Ichigo glared at Rudobōn. "We don't have time for this!" he shouted.

"I'll handle them," Jet Ray said. With that, he flew into the air and fired his neuroshock beams at the Exequias. The beams shot one of them square in the chest and pinned him to the ground. Furious, some of the other members leaped into the air to attack Jet Ray.

"Getsuga Tenshou!" Ichigo yelled, sending a wave of darkness at Jet Ray's attackers. The attack sent them blasting to the ground.

"Howl, Zabimaru!" Renji yelled as he unleashed his Zanpakuto at the Exequias.

The other Exequias members began the assault.

"Ben!" Paradox yelled to Jet Ray. "We don't have time to dally. We must get to Orihime."

"We're kind of busy at the moment, Professor," Jet Ray retorted as he started shooting blasts from his stinger.

Rukia then attacked one of the Exequias with her Zanpakuto.

"Ben!" She called to him. "You and Ichigo go and save Orihime. We'll take care of things here!""

Jet Ray frowned. "We can't just leave you." He said, blasting an Exequia who had tried to sneak up on Rukia.

"Relax, Ben," Renji said with a grin at his new friend. "We don't need you saving our butts all the time."

"This should be over quickly," Uryu agreed as he fired arrows after arrows his opponents.

Suddenly Apache, Mila-Rose, and Sun-Sun joined the fight.

"Go, Ben!" Apache yelled, throwing her chakrams at some nearby foes.

"We can handle these clowns," Mila-Rose bragged as she slashed one of them with her sword. "You just worry about getting your friend back."

Sun-Sun said nothing as she struck her opponent down.

Chad said nothing, merely grunting in agreement as he punched one of his opponents in the face.

Two more Exequia members tried to attack, only to be assaulted by Pesche and Dondochakka.

"Nelliel-sama!" Pesche shouted. "We'll help out here!"

Nelliel's face softened. "Be careful," she told them.

"Now go!" Rukia yelled as she blocked one of Rudobōn's men from attacking her.

"Absolutely," Paradox said as he opened his pocket watch. He, Jet Ray, Harribel, Nelliel, and Ichigo were engulfed in a blinding flash of light.

* * *

When the light cleared, the team found themselves in Aizen's throne room. They standing right next to Aizen's throne. Ben noticed that the room had seen better days. Someone had been fighting in here. There was even a gaping hole in the wall. Unbeknownst to him, most of the damage had been due to Harribel and Ulquiorra's battle before they went to the top of the dome. The hole in the wall had been caused by Grimmjow when he wanted to fight Ichigo.

Ichigo, Harribel, and Nelliel looked at Paradox in amazement.

"How did you…" Ichigo started to ask.

Paradox shook his head. "That's a story for another time, Ichigo," he said as he turned around. "I'm afraid that we have more pressing matters to attend to."

They saw that he was looking down the hallway behind Aizen's throne. Each of the heroes narrowed their eyes. Standing there was Orihime. Standing next to her was none other than Ulquiorra.

"Kurosaki-kun! Tennyson-kun!" Orihime cried joyfully.

Ulquiorra merely looked at the group for a moment before finally speaking.

"You have arrived,"

"Guess it was a little shorter than a few hours," Ben said, referring to Ulquiorra being sealed in the Caja Negacion, as he activated the Ultimatrix. But he couldn't help but notice something. Ulquiorra had been wounded by Harribel before they had sealed him away in the Caja Negacion. So why he did not have a scratch on him now?

Ichigo tightened his grip on his Zanpakuto. "Get away from her, Ulquiorra." He ordered.

Ulquiorra looked everything over. Ichigo growled when Ulquiorra looked past him to focus more on Ben, Nelliel and Harribel. It was as if Ulquiorra did not consider him worth dealing with. He was definitely going to prove the Fourth Espada wrong about that.

"I told you that you would regret sparing me, Harribel," he said to the third Espada.

Harribel said nothing as she unsheathed Tiburon. Next to her, Nelliel unsheathed Gamuza. Ulquiorra's eyes then landed on Paradox.

"Who are you?" he asked the time traveling professor.

"Oh, just a concerned citizen," Paradox said coolly.

"It doesn't have to be this way, Ulquiorra," Ben called to the Fourth Espada. He was still certain that things could be better.

"What other way can there be, Ben?" Ulquiorra asked. "What, do you expect me to betray Aizen-sama and swear my allegiance to the Shinigami?"

Ben shook his head. "That's not what I'm saying at all. I'm just saying that you don't have to listen to Aizen."

"Then what do you expect me to do? To simply remain on the sidelines as a neutral?"

"That's one thing you could do," Ben admitted.

Ulquiorra said nothing for a minute and then spoke. What he said was very interesting.

"How were you able to betray us?"

Ben blinked in confusion. "Huh?" he asked.

"How were you able to betray us?" Ulquiorra repeated. "You have been within Hueco Mundo for more than a month. You have lived among us, fight alongside us, and yet after all this time you betrayed us."

Ben made a face in confusion. "Millions of innocent people could be killed because of Aizen. That's why I betrayed you."

Paradox over at Ben. "Ulquiorra expected you to eventually accept the Arrancar as your only allies and willingly aide Aizen in whatever he desired."

Ben's face went from confusion to disgust. "Like I would help you kill innocent people!" He shot at Ulquiorra, who remained as emotionless as ever.

"No," Ulquiorra noted. "Indeed you did not. Instead you somehow managed to ensnare Harribel and her Fraccion with something as worthless as love." He drew Murcielago out of its sheath. "As foolish as love is, I cannot deny that you are a more competent player than I originally gave you credit for."

Ben frowned. Love wasn't something to play around with. It was like nothing in the world mattered to Ulquiorra.

"Ben didn't do anything to us," Nelliel spoke to Ulquiorra. "We truly do love Ben!"

"I could care less as to whether or not you truly love him," Ulquiorra replied. "All that matters now is protecting Las Noches. If I must get rid of you to do so, then so be it."

Ichigo grinned cockily. "We'll see!" He charged forward at Ulquiorra.

"Ichigo!" Ben yelled. "Wait!"

A roaring blast of spiritual energy was released when the Substitute Shinigami and Fourth Espada clashed blades. Nellie, Harribel, and surprisingly Paradox remained undaunted but Ben and Orihime struggled to remain on their feet. Ben steadied himself to see Ulquiorra and Ichigo clashing at each other. One would swing his sword, only to be blocked by the other one.

"Hold on, Ichigo!" Ben said as he activated the Ultimatrix. Having seen Ulquiorra's power firsthand, Ben knew not to take chances with him. He switched the dial to his selected alien and slammed the dial down.

"Echo Echo!" Ben yelled after transforming.

Ulquiorra and Ichigo turned to see Echo Echo created duplicates of himself. All of them unleashed a blast of sonic waves at Ulquiorra. Immediately Ulquiorra used Sonido to dodge the attack. But no sooner had he done so had Ichigo appeared behind him. Ichigo brought his blade down to cut his opponent, but Ulquiorra managed to turn around and block in time.

"Ben!" Ichigo yelled. "Leave him to me. Just protect Inoue."

The prime Echo Echo shook his head. "No Way. Ichigo. We Need. To Work. Together."

Harribel narrowed her eyes at Ulquiorra. Of all the Espada, he was never reckless. Ulquiorra would know when a fight was not in his favor and try to avoid it. Even he would not be foolish to throw his life away in a battle that he could not win. So why was he ready to battle them? Did he truly believe that he could defeat them? Had Ulquiorra actually become no different than all the others?

"This is unlike Ulquiorra," Nelliel said, voicing Harribel's thoughts. "He was never known for foolish mistakes or reckless moves. So why now is he engaging in something unlike him?"

Harribel looked over at her predecessor. "You have noticed it as well?"

Nelliel nodded. "I do not like this," she told her successor. "We must be careful."

Harribel nodded in agreement. For now, they would remain on the sidelines. But if Ulquiorra even appeared to be gaining the upper hand, then they would intervene and deal with him personally.

Meanwhile, Orihime was watching tensely as her two friends battled her jailer. She had the upmost have in Ichigo and Ben, but there she was always uneasy when it came to Ulquiorra. He always managed to find a way to make her feel like something had been taken away.

"You cannot stop it," Ulquiorra said to Ichigo. "That girl is already one of us."

Orihime flinched at Ulquiorra's words.

"That's not for you to decide!" Ichigo snapped at him as he tried to take the offensive.

"Correct," Ulquiorra admitted. "It is for Aizen-sama to decide."

"Give. It. Up." One of the Echo Echo's said to Ulquiorra while the others tried to attack. Ichigo had given up on telling Ben to stay out of the fight. "I. Didn't join. Your side. And neither. Will Orihime!"

Ulquiorra said nothing as he tried to attack the Echo Echo's, only to be blasted by a wall of sound. He had to admit that Ben had been rather resourceful using a form like Echo Echo. What it lacked in size, strength, and speed, it made up for by harming opponents in vital areas such as hearing. And his Hierro, while durable against Ichigo's blade, could not withstand the power of sound.

He also had to admit a certainty in Ben's statement. Ben had been in Hueco Mundo longer than the woman had, and yet he had turned against them. Not only that, but several Arrancar had taken his side. If Harribel, Nelliel, and their Fraccion had joined Ben, who was to say that other Arrancar had not joined Ben's side.

_You are a curious one, Ben Tennyson. _Ulquiorra confessed to himself.

At that moment, all the Echo Echo's became one again. This single Echo Echo hit the Ultimatrix and transformed into Big Chill. Ben figured that Big Chill's intangibility would help against a person like Ulquiorra. Especially after seeing his battle with Harribel.

Ichigo and Orihime both gasped as Ben turned from a white plush toy into a blue mothman. Ulquiorra quickly moved out of the way as Big Chill unleashed his icy breath upon the Fourth Espada. Ulquiorra quickly dodged, causing a section of the ground to be coated in ice. Ulquiorra then tried to slash Big Chill, only for the blue moth to become intangible. This action surprised Ichigo, Orihime, and Nelliel as she did not know about that ability of Big Chill's.

Ulquiorra could not help but admire Ben's resourcefulness. Big Chill's intangibility made him a difficult foe enough. He was faster than Big Chill, but Ulquiorra was concerned about Big Chill becoming Ultimate. His ice flames would be much more difficult. Ulquiorra decided that his only hope was to lure Big Chill into becoming tangible again and finishing him off quickly.

Ichigo, seeing Ulquiorra distracted by Big Chill, saw it as his chance to attack. He swung forward. As if he had eyeballs in the back of his head, Ulquiorra dodged the attack swung his blade at Ichigo. But before it could strike the orange haired boy, a bright orange shield appeared between them. Although it shattered when Murcielago came in contact, it had managed to prevent the sword from hitting Ichigo.

The three combatants looked over at Orihime, the obvious one behind the shield protecting Ichigo.

"Nice one, Orihime," Big Chill complimented her.

"What are you doing?" Ulquiorra asked Orihime.

Orihime said nothing, merely trying to look defiant at Ulquiorra.

"I asked you what are you doing?" Ulquiorra repeated. "Why did you protect him?"

Big Chill glared at Ulquiorra. He didn't like the way the Fourth Espada was talking to Orihime.

"And why did not protect him from the beginning?" Ulquiorra pressed on. Now Orihime was looking uncomfortable with Ulquiorra's questioning. "Do you want to know why? Because…"

Big Chill finally had enough. Deciding not play around anymore, he turned intangible and flew through Ulquiorra. Even was caught off guard when Ulquiorra's body started to become encased in ice.

"I am really tired of hearing you talk," Big Chill told Ulquiorra, who looked up at him.

"Interesting," Ulquiorra said. "So you are capable of freezing things when you come in contact with them. These abilities make Big Chill a rather ideal form to use."

Big Chill was not distracted. "Leave Orihime alone," he said darkly.

Ichigo turned to look at Orihime. "Inoue," he told her. "Thank you. But from now one, just worry about protecting yourself. Harribel, Nelliel. Please protect her."

No sooner had Ichigo requested that did the two Arrancar appear next to Orihime. Meanwhile, Big Chill and Ichigo resumed their fight against Ulquiorra.

Orihime looked at the ground sadly, feeling that she had only managed to get in the way again. Nelliel noticed this and patted the young girl on the shoulder.

"It's okay, Orihime," she said kindly. "Ichigo just doesn't want you to get hurt."

Orihime sighed, still convinced that she had only been a bother.

But all that changed when she felt herself being yanked away from Paradox, Harribel, and Nelliel.

But the two Espada and the time traveling professor had already detected it. The three turned around to see Orihime in the grasp of Loly and Menoly.

"Hello, Princess," Loly said mockingly.

Nelliel glared at the two girls as she raised her blade. "Let her go."

Loly looked back up in surprise. Apparently she had hoped that she and Menoly had been stealthful enough to dodge even the Espada. She could see now that she was wrong.

"Stay back!" Loly yelled. "One more step and I'll tear her eyes out!"

Orihime looked fearfully between Loly and her friends.

Paradox frowned at Loly. "I do not believe that would be the wisest choice, young lady."

Loly snarled at Paradox. Being called young lady by this rather obnoxious man was degrading.

Ichigo had noticed Orihime's predicament and came rushing towards her. Only for Ulquiorra to stop him.

"I am your opponent," Ulquiorra said. "You will have to kill me first."

"How about you just chill?" Big Chill recommended. He flew through Ulquiorra yet again, this time encasing most of Ulquiorra's body in a bigger block of ice. "Go, Ichigo!"

Ichigo nodded a thank you to Big Chill and flew towards Loly and Menoly. The two girls yelled out their threat to Ichigo but the Substitute Shinigami knew that he would reach them in time.

Or so he thought. Ulquiorra used a bit of his spiritual pressure to shatter the ice around his body and flew towards Ichigo. Big Chill flew after him but couldn't reach him in time. Ichigo was aware that Ulquiorra was behind him and had to use his Zanpakuto to block him.

"I believe I said that I was your opponent," Ulquiorra said plainly.

Not that it mattered anyway. Loly and Menoly had been distracted by Ulquiorra's interference. The next thing the two girls knew was that they both had been sent flying into the wall. Grunting in pain, the two girls got up to see Nelliel and Harribel standing in front of them. Paradox tended to the frightened Orihime.

"Stay out of my way!" Loly yelled at the current and former Espada.

"I will not allow you to hurt Orihime," Nelliel said sternly, ready to fight.

Harribel merely looked at Loly. "Why did you attack her?" she asked.

"That little witch needs to be knocked off her pedestal!" Loly retorted. "Aizen-sama doesn't need her anymore! She's useless to him."

Loly's ranting ended and her eyes widened as Harribel raised her blade.

"I too will not allow you to harm this girl," she said.

Loly shook violently.

"How could you?" she demanded. "How could you betray Aizen-sama? After all he's done for you, you would leave him for a worthless human?"

Harribel and Nelliel both narrowed their eyes at the two girls, causing Loly and Menoly to recoil.

Paradox sighed as he looked at the two girls with pity. "Aizen does know how to use one's heart against them. I sadden for all the Arrancar who have been completely deceived by that wretched man.

But all activity ceased when somebody else entered the room. Or should I say demolished into the room. Everyone watched the tenth Espada Yammy came smashing his way into the room. Yammy took a moment to see what was going on.

"Heh," he snorted as he saw Big Chill. "Betrayed us after all eh, Ben?"

"Not much of a surprise," Big Chill commented. But then he noticed something wrong. Was it his imagination or did Yammy somehow get bigger?

"You finally awoke, Yammy," Ulquiorra commented. "I see that you have fully healed."

"Yep," Yammy said with a grin. "Decided to come and lend you a hand."

Before Ulquiorra could say anything, Yammy brought his attention to Harribel and Nelliel.

"Who are you?" Yammy asked Nelliel while scratching his head.

"My predecessor," Harribel explained. She was certain that Nelliel was tired of introducing herself.

Yammy burst out laughing when he heard that. "The old Third Espada and the new one? This oughta be fun."

Nelliel and Harribel raised their blades. Neither was truly concerned. Yammy was far too stupid to be a real threat to them. Yammy grinned at them, but brought his attention over to Loly and Menoly, who quivered when they noticed the large Espada look at them. Quick as a flash, Yammy punched Menoly with so much force that she was blasted out the wall.

"Menoly!" Loly yelled as she watched her friend.

Yammy's actions surprised Big Chill. Sure the big guy didn't look like the type to make friends, but to go and do that to his own teammates?

Acting quickly, Nelliel used Sonido to quickly snatch Menoly out of the air and brought her back inside. She gently placed the girl back against the wall. It was hard to tell if Menoly was dead. At best, she was severely injured.

Yammy brought his attention over to the other girl. He swung his fist at her, only to have Harribel block it.

Yammy flashed a grin at her. "Want to fight already, Harribel?" he asked her.

"Your mindless rampage must come to an end," Harribel said to him. She raised her blade to attack when…

"Poison, Escolopendra!"

Everyone turned to see Loly enter her released state. Her body was now covered in white armor while her mask remains had extended so that now both of her cheeks were covered. Her arms had now transformed into strange tendrils that looked like headless centipedes. A strange liquid began dripping from the tendrils. The spot where the liquid landed began to erode.

"I'll kill all of you!" Loly yelled. "Die by my poison!" She shot the tendrils at Yammy, Harribel, and Nelliel. The three of them effortlessly dodged the tendrils, only for them to shot the poison at the two Espada and one former Espada. Paradox quickly pulled Orihime out of the way so she wouldn't be caught in the crossfire.

Big Chill saw all this from his battle with Ulquiorra. Something had to be done about Loly. Forgetting Ulquiorra for the moment, he flew towards the commotion going on. Loly noticed him and her face became twisted with rage.

"You!" she shrieked. "You did this! You made the Espada betray Aizen-sama! How dare you consider yourself equal to Aizen-sama!"

Big Chill groaned. This woman had Aizen on the brain. Normally he would use this as an opportunity to do some witty banter, but decide not to further annoy a time bomb girl who was slinging poison around. Loly unleashed her attack upon Big Chill, who simply turned intangible to avoid it. Furious that her attack was doing nothing to him, Loly continued her futile onslaught. After letting her sweat it out for a bit, Big Chill decided that it was his turn. But just as he was about to make his move, Yammy appeared out of nowhere and smashed Loly to the floor.

"Yammy!" Big Chill yelled.

Yammy ignored him as he slammed his fist into Loly again. He looked ready to attack again, so Ben finally had enough. He touched the Ultimatrix dial and became Humungousaur. After growing a little bit to match Yammy's size, he grabbed the 10th Espada's fist just as he was about to punch Loly again.

"Hey," Humungousaur said to his opponent. "Why don't you pick on someone your own size?" And then uppercutted Yammy in the jaw.

Loly, too weak to do anything, collapsed from the blows. Yammy on the other hand went reeling backwards from Humungousaur's blow. After pausing a moment to straighten out his jaw, Yammy grinned in delight.

"You don't know how long I've been waiting for this," He said as he charged at Humungousaur.

It was rather unusual, make no mistake about that. On the one side was Ichigo, who was locked in battle with Ulquiorra. The two were fighting at an even pace. For the moment, Nelliel, Harribel and Paradox focused on Humungousaur battling Yammy while Orihime focused more on the battle between Ichigo and Ulquiorra. Yammy had apparently lost interest in using his Hollow powers and decided to use hand-to-hand combat. He and Humungousaur were like two gigantic boxers, trading blow by blow with each other. Yammy tried to punch Humungousaur, only for his opponent to duck under and slam both of his fists into Yammy's gut. The Espada doubled over in pain, allowing Humungousaur to tackle him like a football player. Not in the mood to be made a fool of, Yammy grabbed Humungousaur's tail and lifted it up. The act made Humungousaur off balanced and fall forward. Yammy saw this as an opportunity to start stomping on Humungousaur. That is, until his opponent chomped onto his leg. After grunting in pain, Yammy began punching Humungousaur to make him let go. Nelliel was about to jump in but Paradox stopped her.

"Ben knows what he is doing," He reassured her.

Nelliel was still worried about Ben, but her concerns were erased when Humungousaur grabbed Yammy's legs out from under him, sending the Espada falling to the ground. Humungousaur wasted no time in unleashing an elbow drop on his opponent.

Snarling, Yammy tried to get up, only for Humungousaur to pick him up and throw him across the room. Yammy skid across the ground for a moment before coming to a halt. Now furious, Yammy unleashed his Bala attack. The last time he and Humungousaur fought, he had to hold back his power because Aizen wanted Ben alive. But now, Yammy saw no reason to hold back. Humungousaur realized this when Yammy's Bala knocked him off his feet and sent him soaring to the other side of the room. Both Nelliel and Harribel were horrified and ran over to Humungousaur's side. Seeing that he had gained the upper hand, Yammy smiled.

"What's the matter, Ben?" He taunted. "Tired out already?"

Nelliel glared at Yammy. She was about to retort when Humungousaur slowly started rising to his feet. He slammed the dial on his Ultimatrix.

"Ultimate Humunougaur!" he roared.

Ichigo felt that this had to be the most bizarre day of his entire life. All the things Ben could turn into was enough to give him a headache. Orihime on the other hand was just flat out speechless. Her mouth was hanging open as she stared at Humungousaur's new look.

Humungousaur wasted no words as he turned his hands into missile launchers. The barrage of projectiles began walloping Yammy in the face. A single one would have done nothing more than irritate Yammy. But Ultimate Humungousaur's onslaught had him pinned down.

But Ultimate Humungousaur decided that he was going to go ahead that wrap things up. As he continued blasting Yammy, he began to grow in size. His normal size was already bigger than Humungousaur, which meant that he could get even bigger than his normal self.

Yammy finally felt the missile attack stop. He rubbed his eyes to see his opponent better. What he saw left his jaw dropping. Ultimate Humungousaur had grown so big that he nearly filled up the hallway they were battling in. Yammy stood there dumbfounded as his now much bigger opponent towered over him.

Not in the mood to waste comments, Ultimate Humungousaur turned his hands back to normal pulled his arm back as far as he could. And then with the force of a cannon shot, he punched Yammy through the wall of the building. Yammy roared curses at Ben as he plummeted towards the ground. No one made an effort to help him.

Ben wasn't too worried about Yammy falling either. He had a feeling that just about everyone around here could withstand falling out of a building. Without bothering to look back, he brought his attention back on Ichigo and Ulquiorra. Apparently a lot had been happening while he was battling Yammy. Ichigo was now wearing that weird he had been wearing while fighting Grimmjow.

"Next," Ultimate Humungousaur said, cracking his knuckles for effect.

Ulquiorra looked around. "Very well," he said. "Come with me."

With that, Ulquiorra flew out of the new hole Ultimate Humungousaur had made. Immediately Ichigo followed after him. Ultimate Humungousaur turned back into Humungousaur and then back into Ben.

"Where's he going?" he asked Harribel and Nelliel.

Harribel's eyes widened. "He's going to release himself again."

Ben cringed. The last time Ulquiorra had done that was enough for Ben. But Ichigo had no idea what he was in store for. "We have to help him!" he said.

Harribel, Nelliel, and Paradox nodded. Ichigo was skilled, that much was true. But they felt that he was not strong enough to battle someone on Ulquiorra's level.

Orihime, who had been tending to the unconscious Loly and Menoly despite their attempted assault on her life, got to her feet. "I'm coming too." She said.

Ben, Harribel and Nelliel exchanged glances with each other. Ulquiorra in his released state did not seem like something for Orihime to be around.

"Please," Orihime begged. "I…have to."

That settled it. Orihime obviously had a crush on Ichigo. This realization caused Ben to nearly smack his own head. How was it that he could tell when people had crushes on each other, but couldn't tell when they had crushes on him?

Nelliel looked at Orihime softly. She could tell that Orihime truly cared about Ichigo. The same way she felt towards Ben. She knew that if Ben was in a situation like this, she would want to be right by Ben's side.

Harribel could understand Orihime's request. But she also knew that it would be risky for her to be there. Ulquiorra was more than a match for her in his sealed state. Now he would be in his released form where his power would no longer be held back.

Everyone's attention was caught when they felt a powerful surge of energy rise nearby. Ben, Harribel, and Nelliel instantly recognized it was Ulquiorra's Resurrección.

"We need to get there!" Ben said. He immediately activated the Ultimatrix, turned the dial to Jet Ray and then slammed it down. He took off towards the hole that Ulquiorra and Harribel had made before.

Harribel immediately took off after him. Nelliel paused for a moment. Then she picked Orihime up. She could not to deny a woman the right to be with the man she loved. With that, she followed after Harribel and Jet Ray.

* * *

The three arrived at the top of the dome once again. In a flash of blue light, Paradox appeared next to them. As predicted, Ulquiorra was now in his released state battling Ichigo. Unlike before, when the two seemed to be evenly matched, Ulquiorra was clearly gaining the upper hand in this fight. But Ichigo's stubbornness seemed to be some kind of super power. He was refusing to give up despite the obvious difference in his and Ulquiorra's power. The two's battle then took to the skies. Ichigo tried to use his Getsuga Tenshou attack, but no dice. The now released Ulquiorra was unaffected by the attack. He shouted something at Ichigo that Ben couldn't Ichigo said to did something that finally got the Fourth Espada wound up. Ulquiorra then unleashed his Cero Oscuras, which engulfed Ichigo and blasted the roof of the dome.

"Kurosaki-kun!" Orihime cried out in anguish as the attack hit Ichigo dead on. Her face twisted into one of absolute horror.

Ben watched as his body felt like it had been turned to stone. At first he thought they were too late. That Ichigo had died because they weren't fast enough to save him.

When the darkness cleared, Ichigo was still alive. But only just. His clothes were torn and his mask was shattered. He was lying in a heap on the down. Ulquiorra began approaching him. Instantly, Jet Ray fired twin neuroshock beams at the bat like Espada. Ulquiorra reacted immediately, raising his hand at the incoming beams. They struck his arm dead on but nothing happened. Seeing this as useless, Jet Ray stopped his attack and turned back to normal.

"That is enough, Ulquiorra," Harribel stated firmly.

Ulquiorra simply looked at her. His actions did not make sense to Harribel. Why would he continue to fight them despite being outnumbered and outmatched? Then Harribel realized that the only reason Ulquiorra was not worried was because he was hiding something. Something that he was confident could help in defeating all of them.

_Then I shall what he is hiding._

The third Espada raised her blade.

"Destroy, Tiburon!"

Harribel's body was now engulfed in a massive body of water that looked vaguely like a heart. The water began to close around her until she suddenly cut out of it. The water dispersed and Harribel stepped out of it. She was now in her Resurreccion form.

Nelliel held out her blade as well. "Declare, Gamuza!"

In a massive burst of spiritual energy, Nelliel was in her own Resurreccion form. She pointed her lance at Ulquiorra.

Seeing both girls in their Resurreccion forms filled Ben with confidence. Harribel had easily held her own the last time she fought Ulquiorra. Together with Nelliel, there was no way Ulquiorra could win.

"You'd better surrender," Ben told Ulquiorra with a grin.

"Surrender?" Ulquiorra asked as if he had never heard of the word before. "Why?"

Ben groaned. Were all the guys here this stubborn? "Come on! Harribel is stronger than you are and there's no way you can beat her and Nelliel at the same time."

"No," a voice said weakly. From his spot on the dome, Ichigo tried to get back up to his feet. He tried to, but was having difficulty.

"Kurosaki-kun!" Orihime cried out as she ran towards him.

"This…is my fight," Ichigo told the others weakly. "Stay out of it."

Ben threw his arms up in exasperation. What was with everyone and wanting to fight battles on their own? Was everybody suicidal?

"Ichigo," Paradox said to the substitute Shinigami. "Perhaps it would be best if you were to swallow your pride and accept help. Pride goeth before the fall as they say."

Ulquiorra turned to look at Ichigo further. His eyes were not the eyes of one who had gone insane or one who had accepted his fate. Ichigo truly believed that he would win this fight against him.

What was with humans? He pondered this. Why were they so confident in themselves? Why were they so unpredictable? Kurosaki, Ben, the woman. Were they the exceptions to the rule? When Ben had been battling Yammy, Ichigo had commented that either he had become more of a hollow, or Ulquiorra himself had become more of a human. Such a foolish statement. Ulquiorra decided to show them all that humanity was nothing but trash.

Or he would have if he hadn't been slashed across the back.

Ulquiorra realized that he had been too distracted by his musings about humans that he had forgotten to pay attention to his other opponents. He could feel his blood pouring out of his back as he fell to his knees. He looked over at Harribel, the obvious culprit as Tiburon had blood dripping from its tip.

It looked to Ben like a stand off. If Ulquiorra tried going for the offensive, then Nelliel or Harribel would cut him down. The only thing that was a problem was if Ulquiorra decided to target Ichigo, Orihime, or himself to use as a hostage.

Instead, Ulquiorra got back up to his feet.

"It would appear that I have no choice," Ulquiorra said.

Everyone looked at him in confusion.

"If you are going to continue this foolish crusade," he continued. "Then I shall show you true despair."

Harribel raised her blade at him. "I will not grant you that chance."

Ulquiorra looked over at her.

"I have not been truthful to you, Harribel," He said.

Harribel raised an eyebrow at her opponent. What did Ulquiorra mean when he said that he had not been truthful to her? Was this the secret that she was certain he had?

"I have not used my full power yet,"

Harribel's eyes widened. Ulquiorra hadn't used his full power yet? What was he talking about?

"Behold," Ulquiorra said. "The Segunda Etapa!"

What happened next was almost too much for words to describe it. Ulquiorra's body was engulfed in a darkness that contained a hint of green in it. The darkness then erupted from Ulquiorra blasting the entire area in what seemed to be a rain of blackness. The spiritual energy released was so dense that Ben felt as if something was trying to crush his insides and send him flying. He reached for his Ultimatrix, preparing to turn into Humungousaur or some other heavy form, when suddenly the sensation lessened. In a sense at least. The air felt dense, as if Ben had walked into a thick fog of some kind. Remembering what had caused of this to happen, Ben looked to see what became of Ulquiorra. What he saw left him speechless.

Ulquiorra had changed drastically. His long white coat was gone, revealing a more defined and muscular chest. What disturbed Ben the most was the fact that the spot where Ulquiorra's heart was supposed to be a rather fair sized hole. A black liquid that made Ben think of blood seemed to drip from it. Ulquiorra seemed to be naked except for the fact that his lower body was covered in some kind of black fur. His chest wasn't covered but his arms were by the same black fur. His fingers had grown what appeared to be claws and his feet were now like talons. The irises of his eyes had become yellow while the sclera was green. The tear-like marks under his eyes were bigger and black. His helmet was no longer on his head. Instead, two wicked looking horns stuck out of his head. Ben could also see a thin but powerful looking tail from behind Ulquiorra.

All in all, Ulquiorra had the appearance of a sinister demon.

Ulquiorra looked over at his shocked spectators. "The second level of Resurreccion. Only I of all Arrancar have succeeded in achieving this level. Not even Aizen-sama has seen me in this form."

Nelliel and Harribel watched in shock. A second level of Resurreccion? Such a thing was possible? When and how did Ulquiorra obtain such a power?

Suddenly Ulquiorra appeared right beside Harribel.

"Now you shall see why I _chose _to remain the fourth," he said to her.

Harribel immediately used Sonido to gain some distance between her and Ulquiorra, only for him to appear behind her. He prepared to strike when he suddenly used his hand to block Nelliel, who had appeared beside him and tried to stab him with Gamuza. He effortlessly tossed her to the side but Nelliel was able to arrange her body so that she would land on her feet. Harribel took advantage of this to try and slash Ulquiorra, only for him to block Tiburon with his bare hand. He pushed her back, sending the Third Espada flying backwards a moment before she stopped herself in mid-air.

Ben shook his head as he tried to take all of this in. Ulquiorra was holding his own against two Espada who were supposed to be stronger than him. So this…Segunda Etapa or whatever Ulquiorra called it made him more powerful than he already was. He could understand Ulquiorra suddenly becoming stronger than one Espada above him. But was he really stronger than two higher Espada?

Orihime on the other hand had reached Ichigo. She decided to heal him while Ulquiorra was distracted with Harribel and Nelliel. She was healing him but it looked like she was gonna need some time to heal him all the way. Paradox continued watching on the sidelines, not doing anything at all. Ben decided that he was gonna help out though. He activated the Ultimatrix dial, switched it over to his chosen form, and then slammed it down. In a flash of green light, he turned into AmpFibian. He raised his tentacles at Ulquiorra and unleashed a blast of electrical energy at his foe.

Ulquiorra saw the electrical blast come at him. Instead of dodging like AmpFibian expected him to, Ulquiorra just stood there. The electricity hit him full blast but he just stood there as if it merely irritated his skin.

AmpFibian's eyes widened in shock. Was Ulquiorra really that powerful?

His thoughts were cut short when he felt a fist slam into his gut. In the blink of an eye, Ulquiorra had appeared in front of him and slammed his fist into Ben's stomach. AmpFibian reeled backwards. While he had no bones in his current form, he was still capable of feeling pain. And Ulquiorra's fist felt like he had just been hit with ten sledgehammers all at once.

"Ben!" Nelliel cried out while Harribel's eyes widened in horror. Instantly both women attacked Ulquiorra again. He caught Tiburon and Gamuza with ease and tossed them, alongside their wielders, to the side. Once again, the two women easily landed on their feet. For hurting Ben, they would not hold back any longer.

"La Gota!" Harribel said.

"Lanzador Verde!" Nelliel cried at the same time.

Harribel fired a jet of water at Ulquiorra the same time Nelliel hurled Gamuza. The two attacks came at Ulquiorra with blinding speed.

And yet he dodged the attacks just the same. The blast of water collided with Gamuza. The water dispersed while Gamuza was knocked to the side. Nelliel went to pick it up when Ulquiorra appeared in front of her. He prepared to strike her when…

Bam! Cannonbolt slammed into him. Although Cannonbolt's momentum had allowed him to push Ulquiorra back, it did not daunt the Fourth Espada. He scooped Cannonbolt up with one hand and threw him to the side. He probably would've rolled over the edge if he hadn't suddenly transformed. This time he turned into Swampfire and unleashed a stream of flames at his opponent. The flames engulfed Ulquiorra but he did not pay them any heed. Instead Ulquiorra appeared right in front of Swampfire. Before the plant creature could do anything, Ulquiorra wrapped his tail around Swampfire's neck and throw him over to one of the top towers on the roof of the dome. Swampfire crashed into it.

Narrowing her eyes at Ulquiorra, Harribel moved to attack again. Nelliel, who had managed to regain Gamuza in time, attacked him from behind. He used Sonido to dodge their attack and appeared above them. He pointed his finger to fire his Cero Oscuras. The two managed to get out of the way in time but when the darkness cleared everyone could see that a large portion of the dome had been blasted away.

Harribel was about to move again when she felt Ulquiorra appear next to her. She suddenly felt everything stand still as she felt Ulquiorra rip her arm that was holding Tiburon off.

"Harribel!" Swampfire yelled.

Nelliel, Ichigo, and Orihime felt as if time froze. Harribel's own eyes widened as she now clutched at her stump of an arm. Her eyes furrowed in pain and her teeth grit.

"Ulquiorra!" Swampfire roared with rage. He slammed the dial of the Ultimatrix. In an instant he became Ultimate Swampfire. Furious, he charged at Ulquiorra. Uncaringly, the fourth Espada dropped the wounded Harribel to the ground. Ultimate Swampfire wasted no time as he unleashed a tornado of fire at his opponent.

But Ulquiorra soared through the flames and appeared right in front of Ultimate Swampfire.

"Aizen-sama still has a use for you," Ulquiorra said to him. "So I cannot kill you. But that doesn't mean I cannot prevent you from being able to fight back."

"Get away from him!" Nelliel ordered as she charged at Ulquiorra, Gamuza raised to stab him through.

"Nelliel!" Ultimate Swampfire cried. "No!"

Nelliel's eyes widened as Ulquiorra grabbed her arm and ripped it out of its socket. Nelliel fell on all four knees as she clutched her arm in pain.

That did. That did it! Seeing of the most important women in his life being like this sent Ben over the edge. Right now he was so consumed by anger. He wanted nothing than to tear Ulquiorra limb from limb.

He slammed the Ultimatrix dial after turning back to normal Swampfire. He now became NRG, one of his most indestructible forms yet. He was certain that not even Ulquiorra could do anything to this form.

Before Ulquiorra had time to react, NRG grabbed his arm and began unleashing massive waves of heat onto his opponent. He wanted Ulquiorra to know what pain really felt like. For hurting Nelliel and Harribel like that.

Ulquiorra pointed his fingers, ready to fire his Cero Oscuras yet again.

"Nnoitra had spoken of this form," Ulquiorra said to NRG. "He said that it was very durable. I wonder…how strong will it be against a Cero Oscuras point blank?"

Ichigo was frozen as he watched all of this take place. It felt as if his ability to speak had just been taken away from him. Ulquiorra…was this powerful? He gripped his sword tighter. It didn't matter. Ulquiorra had to be defeated. He had to be. Ichigo had to take Orihime home and Ulquiorra was in the way of that. Not only that, but Ichigo realized that he was just sitting here while his friends were battling for their lives. What was he playing at?

Paradox ran over to tend to Harribel and Nelliel. Ichigo wasn't sure of all the powers Paradox had, but he prayed that Paradox had the power to save those two.

Outraged at himself, Ichigo conjured all the spiritual energy he could muster. Orihime had done a great job healing him, but he was not back to full power. But right now that didn't matter. He had to bring Ulquiorra down, no matter what. Gathering the energy around him, Ichigo created his Hollow mask. He grasped his blade with both hands. He really was going after Ulquiorra with everyone he had now. With a yell of determination, he charged forward at Ulquiorra. The energy gathered around his blade for the Getsuga Tenshou. He poured every ounce of power into his being, ready to unleash all on Ulquiorra.

"Getsu…" but that was all he got out as Ulquiorra suddenly appeared in front of him and wrapped his thin but powerful tail around Ichigo's neck like a hangman's noose.

"Useless," Ulquiorra said to him. He looked over at Orihime, who was looking at this scene in horror.

"Watch," Ulquiorra commanded her. "As you see what happens to the one you have placed all your faith into."

Orihime's eyes widened.

"Don't do it!" NRG yelled at Ulquiorra. He prepared to attack but Ulquiorra fired his Cero Oscuras. "No!"

It ended as fast as it had begun. There, being lifted by Ulquiorra's tail was Ichigo. His mask was destroyed and a large gaping hole had been blown through his chest.

"Aaaaaaaaaah!" Orihime screamed. It was as if she thought her scream could shatter the fabric of reality and bring Ichigo back to life. Ulquiorra carelessly tossed Ichigo's now lifeless body to the side. Tears began pouring out of Orihime's face like there was no tomorrow.

NRG's armor glowed fiercely. His anger caused his heat to increase so high, he thought he could've melted his armor. First Ulquiorra had the nerve to hurt two very important people to him, but now he had just killed the one who Orihime loved.

"Ulquiorra!" he roared. "This time you've gone too far!"

NRG fired a beam of radiation from his vent. It zoomed towards Ulquiorra, ready to pretty much reduce Ulquiorra to ashes. But Ulquiorra dodged at appeared in front of NRG.

"It is futile," Ulquiorra stated. "None of your forms are powerful enough to defeat me."

He then punched NRG's armor. To the alien's horror, a massive dent now formed as he was blasted back by the force of the attack. He soared through the air before crashing onto the ground. He transformed back into Ben.

"Do you see now?" Ulquiorra asked Ben. "Do you see true despair?"

Weakly, Ben brought his hand to the Ultimatrix and activated it.

Ulquiorra frowned. "Why can you not see that nothing you can become will save your friends? They are done for. Accept that."

Ben blocked out Ulquiorra's words as he switched through his forms.

_Something in here's got to work. _Ben thought weakly. _Something. Please. Please let there be something._

His eyes widened as he came across a form that he hadn't used in a long time. Mainly because this form was so risky to use. If he used this one, it could backfire upon him in so many ways. But right now, this form. This form could actually be the thing to save all of them right now.

_Please let this work. _Ben hoped as he slammed the dial down.

Ulquiorra closed his eyes to avoid dealing with the annoying green light that came whenever Ben became a different form. When the light vanished, Ulquiorra opened his eyes again. But what he saw surprised him.

Standing there was a form he had never seen before. And something told him that no one else in Hueco Mundo had ever seen this forms before. The being looked like what humans normally believed that ghosts looked like. It had whitish skin with black lines that looked like cracks across his body. A singular green eye looked at Ulquiorra.

"Ghostfreak," The creature said in an eerie whisper that similar to Big Chill.

Ulquiorra narrowed his eyes at the being. Ghostfreak did not appear intimidating. But there was something about this form. Something unsettling about it.

"Prepare yourself, Ulquiorra," Ghostfreak said in that quiet, chilling voice of his. "_I _will show you what true despair really is."

**End of Chapter.**

**If you curious as to why Ghostfreak's description is different from how he usually is, look Ghostfreak up on the Ben 10 wikia. It mentions that the Ultimtrix had altered Ghostfreak's appearance by giving him a new second skin to shield him from sunlight. This new skin has a different color scheme that Ghostfreak's old shielded skin looked like. Check the Ben 10 wikia if you don't believe me.**

**Anyway, I hoped you enjoyed the chapter. I think you're gonna like who's gonna finally show up in the next one. Let's just say that two certain people finally find out what Ben's been while up to while he was away.**


	12. Night of the Monsters

**Disclaimer: Neither Ben 10 or Bleach belong to me.**

**Well everyone, the new chapter is finally here. And I would like to thank Kamen Rider Chrome for his editing. It really helped.**

**Now the beginning of the fight isn't all that good. Might as well gives you guys the heads up there. Now remember, they're battling on top of the dome of Las Noches, in case anybody forgot where they were fighting.**

**According to the Bleach Wikia, Harribel's Fraccion's names were incorrectly Romanized this whole time. The Wikia says that this is what they should be called:**

**Apache: Apacci**

**Sun-Sun: Sung-Sun**

**Mila Rose is the only one whose name remained the same. Just wanted to give everyone the heads up.**

**And now, the two everyone's been waiting for have finally arrived. Please welcome Gwen Tennyson and Kevin Levin everybody!**

**Night of the Monsters**

Nelliel was gritting her teeth as hard as she could, clutching at her now bleeding stump of an arm. So this was the power of Segunda Etapa. Never had she known that such a power existed. How Ulquiorra could have discovered it was beyond her. Managing to fight off the tears, Nelliel looked around to see what was happening. She could Orihime was running towards something while crying. Crying? Why was she crying? She turned her head towards the direction that Orihime was running to. She froze when she saw Ichigo lying on the ground. Although she was kneeling on the ground, she could see that Ichigo now had a massive hole in his chest.

"Oh no," she whispered, looking over at her friend in sadness. She could not blame Orihime. She would've done the same thing if that had happened to Ben. That thought jolted her.

Ben? Where was Ben? And also, where was Ulquiorra?

It didn't take her long to find Ulquiorra. He was standing with his back to her, facing…well to Nelliel it looked like some kind of ghost. The being had lines all over its body, spindly arms with droopy hands but pointed fingers, a tail instead of legs, all the while glaring at Ulquiorra with one big green at the side of its head. Nelliel would never have recognized him if it wasn't for the green symbol on the being's chest.

"Ben?" she breathed.

"Indeed," a voice beside her said. She turned to see the man known as Professor Paradox kneeling by her. He was inspecting her wound. "Ben has become a rather unique creature known as an Ectonurite. This particular individual is labeled by Ben as Ghostfreak."

"Ghostfreak?" Nelliel repeated. She looked at the ghostly creature.

"Yes, Ben has quite the history with **that **form," Paradox told her. "However, it's a rather long history that I'm sure you wouldn't be interested in. In the mean time, let's focus on healing your wound."

Had she been in her right mind, she would've asked Paradox how he could possibly heal an arm being separated from her body. The man didn't look like he had any special abilities. But she was not in her right mind. She simply watched as the one she loved was going to be battling someone who tossed both her and Harribel like ragdolls.

"Please be careful," she whispered quietly.

She then became aware of Paradox suddenly holding her severed arm in one hand and Gamuza in the other. When did he do that? He walked over to her and connected the severed arm with her still bleeding stump.

"Close your eyes," he told her.

Confused, Nelliel did close her eyes. She wasn't sure what happened next but…she opened her eyes and saw her arm reattached to her body. She stared at Paradox. How could he have…?

"It's all in the timing," he said cryptically at her as he handed her back Gamuza. She grabbed it with her reattached arm to make sure it was working right. Nothing seemed out of order.

**(In case any of you are wondering, one of Paradox's time abilities is that he can reverse time in certain ways. He simply reversed Nelliel's arm back to before it had gotten ripped off by Ulquiorra.)**

"Thank you," she told Paradox. She got up, ready to help Ben.

"No," Paradox told her firmly. "Going in there will just bring about the same result."

"But," Nelliel wanted to argue. How could Paradox allow Ben to go up against Ulquiorra alone?

"Sometimes, one must wait for the opportunity to come to them," Paradox said to her."Besides, Ghostfreak will give Ulquiorra the run around for a while."

So that was his plan. He was waiting for Ulquiorra to be kept off guard so that they could finally beat him. Nelliel frowned. Right now the man she loved was fighting against an opponent that she couldn't even defeat. But…she decided to go along with Paradox. But that didn't make her feel comfortable about it.

* * *

Harribel wobbled to her feet as she slowly moved over to her severed arm that was still clutching Tiburon in its fingers. This power Ulquiorra possessed was unlike anything she'd ever seen. She knew that plenty of beings had incredible power, but she had never imagined Ulquiorra to possess power greater than hers. And he had mentioned that not even Aizen knew about this Segunda Etapa.

And it was in that moment that a thought occurred to Harribel. If Ulquiorra had achieved a second level of Resurreccion, then it was possible for other Arrancar to achieve it. If Ulquiorra, the Fourth Espada could find it, then surely she could achieve it as well. And if she succeeded in achieving Segunda Etapa…

_But first,_ she thought. _I must first focus on living through this battle. _

She looked over at Ulquiorra and Ghostfreak, who were about to clash.

_Ben._ She thought, then looked over at Ulquiorra. _If anything happens to Ben, I __**will **__make you pay Ulquiorra.

* * *

_

Ulquiorra and Ghostfreak simply stared at each other, expecting the other one to make the first move. After a few moments of nothing but silence Ulquiorra finally broke it by speaking.

"It seems I underestimated the number of forms at your disposal," he commented. "Concealing our abilities appears to be something we share."

Ghostfreak said nothing. Merely looking at Ulquiorra with that green eye of his. This peaked Ulquiorra's curiosity. Before, Ben had clearly shown the desire to rip him to shreds. It was as if turning into this creature had removed his anger.

No_._ Ulquiorra realized. The anger was still there, but it had changed. It was no longer the raw fury that Ben had been previously showing. This Ghostfreak form had not removed the anger, but had twisted it into something else. Something more…malevolent. Not only that, but Ulquiorra had noticed something about this being. When Ben turned into it, Ulquiorra had difficulty sensing his reiatsu. It was as if Ghostfreak had become part of their surroundings.

"Will you not speak?" Ulquiorra asked him. "You said you would show me the true meaning of despair. How do you intend to so if you're doing nothing?"

"Be quiet," Ghostfreak said in that eerie whisper of his.

"Hmm?" Ulquiorra asked.

"Be quiet," Ghostfreak repeated. "I've heard enough from you."

Unlike beings like Grimmjow or Nnoitra, Ulquiorra was not bothered by such petty comments. He was about to retort when he saw Orihime running towards Ichigo clearly with the intention of healing him. Ignoring Ghostfreak, Ulquiorra used Sonido to appear right in front of Orihime, blocking her from reaching Ichigo.

"Forget it," he said to her. "Not even your power can heal a wound that severe."

Orihime flinched away from Ulquiorra, the tears pouring down her eyes.

The next thing Ulquiorra was aware of was a fist slamming into his face. Although the blow made him stagger due to being caught off guard, it was not enough to do anything significant. Casting a bored look, Ulquiorra faced the attacker. Ghostfreak floated in the air.

"Was that it?" he asked. "Was that how you planned on showing me true despair?"

Ghostfreak allowed a laugh that sounded like an icy wind. "Oh I'm just getting started."

But Ghostfreak's taunts had no effect on Ulquiorra. It was obvious that Ben had simply chosen this form out of desperation, believing that turning into something new could somehow turn the tide. Whatever abilities this Ghostfreak might possess were of no significance.

"I'll end this quickly," Ulquiorra said. He struck out with his claw, hoping to run the phantom like creature through. But his eyes widened when he struck nothing. Ghostfreak had somehow vanished into thin air!

_Is this form capable of fast speed? _Ulquiorra pondered and then rejected the idea. _No, Ben's forms each had powers that suited their appearance. The being he turned into is not a speed type. Teleportation, then?_

Suddenly Ulquiorra felt something grab his head by the front of his hair. Before he could do anything, the unseen force yanked him down and smashed his head onto Las Noches' dome. The sensation of smacking the dome was annoying to him but not painful. The unseen force, which now felt like a hand to Ulquiorra, raised his head to smack it into the ground again, but Ulquiorra pushed himself off the ground. He could feel the unseen force still clutching onto his hair. It was trying to pull him down but now that he was aware, Ulquiorra did not budge.

"I see," the Fourth Espada commented. "This form carries the power of invisibility. That gives this form of yours some potential. However, it lacks the physical power to even harm me."

"The night is young, Ulquiorra," Ghostfreak whisper came from the air.

Ulquiorra lashed out from where he heard Ghostfreak's voice but his claw hit nothing but air. He began looking around to see where Ben was hiding.

Once again he felt a fist slam into his face. But this time something was different. This time the punch felt stronger. Only by a small percent but it was stronger nonetheless. Ulquiorra frowned as he pondered this. Why did the punch feel stronger?

Meanwhile, Orihime saw this as her chance to get to Ichigo. Her heart was beating wildly in her chest. He couldn't be gone. He couldn't. Not after all this. Not now. She was just near Ichigo when a hand grabbed her shoulder. She spun around, fearing to see Ulquiorra standing behind her. Instead it was Professor Paradox.

"Orihime," he said gently but firmly. "You can heal Ichigo later. Right now, I need you to heal Harribel."

There was another reason too. He feared that if Orihime healed Ichigo, then Ichigo would just lunge into battle and possibly get killed by Ulquiorra again. Only this time, Ulquiorra might decide to leave nothing of Ichigo for Orihime to heal. He was well aware of her abilities; thanks to being informed by a certain man who wore a certain hat, but he didn't think she was strong enough yet to bring a person's body back from thin air.

"But," Orihime started to say. She was trying her best to fight the tears that were leaking from her face. Paradox looked at her crying and it made his own heart want to break. He wanted to tell her his real reason, but feared as to how she would react.

"Harribel is still capable of fighting and right now we need all the strength we can get," he said o to her. Then his face became soft. "Trust me. Focus on healing Harribel first."

Being unable to get any words out, Orihime went over to Harribel, who had managed to get her severed arm. Harribel, well aware of Orihime's amazing healing powers, simply stood there as the girl brought up her shield and began healing the third Espada's wounds. As Orihime did so, Harribel resumed watching Ulquiorra's battle with his invisible opponent. Harribel did not know if she had a heart, but she felt something pounding inside of her for Ben to be alright.

"This is pointless," Ulquiorra said, trying to find Ghostfreak, who had turned invisible yet again. "Your actions are nothing more than a foolish waste of time. _You_ are being nothing more than a coward who will not fight me face to face. It appears your definition of true despair is highly exaggerated."

"I'm not scared of you, Ulquiorra," Ghostfreak whispered in Ulquiorra's ear. The Espada tried to strike with his tail but missed yet again. He received another punch to his face for his troubles. Ulquiorra found himself becoming irritated. Was Ben merely mocking him with a useless form that he could not harm? His eyes then landed on Orihime, who began healing Harribel's wounds.

_Was he merely stalling for time so that the woman could heal their wounds? _Ulquiorra realized. He prepared to move forward when something had grabbed his legs. Scoffing at Ben's pathetic attempt at stopping him, Ulquiorra floated with his wings. Then something grabbed his tail and yanked him backwards.

"What was that?" he asked himself. Suddenly Ghostfreak appeared in front of him.

"Trick or treat!" Ghostfreak said mockingly. He slammed another punch in Ulquiorra's face.

There, he felt it. The blow was much stronger than the previous blows he had been given. Was Ghostfreak somehow becoming stronger? How? Did this being's strength increase with rage? Or was it something else?

Ulquiorra struck out yet again, but his hand went right through Ghostfreak. He was surprised for a brief moment.

"You have the powers of intangibility as well," the Espada noted as he removed his claw

"Well," Ghostfreak replied. "I am called _Ghost_freak after all."

The Ectonurite attempted to punch Ulquiorra, but the Fourth Espada easily caught it in his palm. He swung Ghostfreak overhead in an attempt to slam him down onto the dome. But Ghostfreak turned intangible and went through it.

"I see," Ulquiorra commented. "There it appears we are at a standstill. I cannot kill you as long as you are in that form. And you cannot hurt me."

Although Ghostfreak had no facial features save his one eye, the phantom like being seemed to look smug. "That was just a warm up." With that, he disappeared again.

"Do you really think that you're tricks will save you?" Ulquiorra asked the air. "Even with your powers you lack any offensive capabilities."

At first there was nothing but silence. Ulquiorra knew that Ben would not run away from this fight. So what then was he doing? Trying to think of some kind of strategic plan?

The next thing Ulquiorra knew, his throat was being gripped by invisible fingers. Sharp points that were no doubt Ghostfreak's fingers were trying to stab into his skin. While Ulquiorra did not need to worry about that due to Hierro, he could see that Ghostfreak was not trying to stab his throat. Instead the phantom seemed intent on strangling him.

_Impressive. _Ulquiorra thought to himself._ Since he could not wound me, he decided other ways. Resourceful, but futile._

With that, Ulquiorra flared up his reiatsu. He could see the others tremble and shake at his power. And yet, Ghostfreak remained stuck on him. And he had no intentions on letting go.

"I told you that I'm not scared of you, Ulquiorra," Ghostfreak whispered.

He was persistent, Ulquiorra had to give him that, but all Ben was doing was delaying the inevitable. He was about to attack using his tail when he looked over at the recovering Harribel being healed by the woman. If she succeeded then, Harribel would enter this fight. Ulquiorra was not thoroughly concerned, but Ghostfreak was proving to be a distraction. He was about to intervene when he brought his eyes over to look at Nelliel, who was watching the battle alongside the man in the white coat. He noticed Nelliel's body tense up and her grip on Gamuza tightened. And her arm was back in place.

_Impressive. _Ulquiorra thought as he saw that Nelliel's arm had somehow been reattached. _No doubt the work of that man. He is intriguing but unimportant. I shall dispose of them first._

Even with Ghostfreak cutting off his air circulation, he managed to appear in front of the man easily. Despite being thrown off guard, the man looked at Ulquiorra calmly. Nelliel raised Gamuza, ready to attack. Calmly, Ulquiorra raised his fingers as if to fire a Cero Oscuras at them.

Invisible, Ghostfreak's one eye widened in horror.

"No!" he roared. "Leave them alone!"

Ghostfreak did the only thing he could. He removed one of his hands from Ulquiorra's throat and jabbed his fingers in the Espada's eyes. Ulquiorra finally let out a grunt of pain as he reeled backwards. Ghostfreak saw this as his chance. He appeared in front of Ulquiorra and began smashing his fists into his opponent's face. Ulquiorra was still adjusting his eyes due to being jabbed by Ghostfreak. He threw his fist with reflex. Being unable to turn intangible at the time, Ghostfreak was sent flying by the punch.

Nelliel raised her lance, ready to strike. Ghostfreak saw her do this and his eye widened.

"No, Nelliel," Ghostfreak told her. He turned

Nelliel blinked in surprise when Ghostfreak said that. "What?"

"I won't let him hurt you," Ghostfreak said. "I won't let him hurt you, Harribel, or anyone else ever again. Please stay out of this. This is between him and me."

Nelliel opened her mouth to protest. How could Ben hope to battle someone like Ulquiorra all by himself? And was he doing this just to prevent them from getting hurt? Didn't Ben consider how she'd feel if Ulquiorra killed him? She was about to object when Paradox placed a hand on her shoulder.

Paradox looked at her. "And there is always a later chance."

Nelliel said nothing. She simply lowered Gamuza, showing Ben that she understood what he was telling her.

Ghostfreak decided it was time to begin an onslaught. Appearing in front of the Fourth Esapda, he began slamming his fists into his opponent's face. Ulquiorra caught Ghostfreak's fist, tired of the onslaught.

"How many times do I need to tell you?" Ulquiorra asked. "You lack power."

Ghostfreak narrowed his eye at Ulquiorra in frustration. The truth was, he chose Ghostfreak because he thought that Ghostfreak's invisibility and intangibility would give him an advantage against Ulquiorra. But now he was being proven wrong. It seemed nothing in his arsenal could stand up to Ulquiorra. But the doubt in his mind gave way to other thoughts. To Harribel and Nelliel, who had done so much for him and yet he had barely done anything for them in return. They loved him and this was how he repaid them? And what about Orihime? She really cared about Ichigo and had to watch him get killed? And Ben had not been able to do anything to stop it? What kind of person was he to allow these things to go unpunished?

His attention was caught when Ulquiorra suddenly went backwards, creating some distance between them. Before Ghostfreak could figure out what was going on, Ulquiorra brought his hands close together. Ghostfreak looked at him in confusion until he saw what appeared to be green energy forming between his hands. He spread his hands farther apart. Between them appeared what seemed to be a green energy javelin. It was a lot bigger than the ones he created back in his normal released state.

"Lanza del Relámpago," Ulquiorra said as he grasped the javelin in one hand. "Stay back. Stay right where you are. I hate using this at close range."

He aimed the Lanza at Ghostfreak and threw it with all his might. Ghostfreak turned intangible but it was lucky. Had he hesitated for even a moment, he would've been pierced by that thing. Remaining intangible to be on the safe side, Ghostfreak turned around to see the lance soar over the entire building of Las Noches and land somewhere in the ground. His eye widened when he saw a massive explosion of green energy from where the lance had struck the ground.

"It's still difficult to control," Ulquiorra commented.

* * *

Harribel and Nelliel both stared. Ulquiorra continued to show them how powerful he truly was. They charged forward, slamming into Ulquiorra. Harribel attempted to slash him while Nelliel tried to pierce him. Ulquiorra used Sonido to appear behind both of them.

"No!" Ghostfreak yelled. He tackled Ulquiorra before the Fourth Espada could do anything to his friends. Although he was tackled, Ulquiorra grabbed Ghostfreak and threw him to the side. Hardly having any mass, Ghostfreak was able to halt himself in the air.

"Do you see the difference in our power?" Ulquiorra asked Ghostfreak. "I could kill you easily but am unable to. You can save yourself, but cannot harm me. Perhaps you should have your concubines help you."

Ghostfreak tightened his fists when he heard that. Concubines? Concubines? That did it! He had no right to say that about them. But what could he do? Ulquiorra was right. He couldn't lay a scratch on the Fourth Espada. If he kept going at this pace, then Nelliel and Harribel would get hurt again. And Ben would never forgive himself if that happened.

"Then I guess I have no choice," He said quietly. But his words did not escape Ulquiorra.

"Are you surrendering?" he asked. "Perhaps Aizen will be merciful to you."

"I never said I was surrendering," Ghostfreak retorted. "I've decided to stop holding back."

Ulquiorra looked at him. "Holding back?" he asked.

"When I said I'd show you true despair, Ulquiorra and I meant it," Ghostfreak told him. He grabbed the folds of his skin. "You want to see something _really_ scary?"

_Everyone. Please forgive me._

Then Ghostfreak did something nobody had expected. He ripped his skin off!

Ulquiorra's eyes widened. "What?"

When the white skin had been ripped off, Ulquiorra was greeted to a sight that was worthy of a Hollow. The creature's skin was of purple color with the same dark lines around his body. His tail was revealed to be a black and white striped tentacle. His hands were now sharp white claws. And his head, for the creature had a head now, was an upside down but vicious looking, human skull. His green eye filled the skull's left eye socket. Or right socket since the skull was upside down.

Ben braced himself for the worst the moment he ripped the outer skin off. His history with the spirit of Zs'Skayr was practically burnt into his memory. He figured that the power of the Ultimatrix had banished the split personality out of the Ghostfreak form, but had never tested it out. When nothing happened and he was still in control, he smiled. Which was a little creepy due to the smile being upside down. He looked over at Ulquiorra.

"Shall we?" He asked his opponent.

* * *

Nelliel felt her throat become dry when she saw Ghostfreak's new form. Was that…thing really Ben?

"I had a feeling it would come to this the moment Ben became Ghostfreak," Paradox said with a sigh. "Now it would be best if we were to change our location."

Nellie looked at him. "Why?" she asked him.

"Trust me," Paradox explained to her.

"But you said…"

"Ben does not need us at the moment," Paradox told her. "For now we shall wait and see."

Nelliel frowned in confusion. He knew something about this Ghostfreak form that he wasn't telling her. She didn't like being kept in the dark if whatever it was could be harmful to Ben. But she decided to respect Paradox wishes for the moment. But at the slightest sign that Ben needed help, then she could be by his side in a heartbeat.

* * *

Harribel disappeared for a moment and then appeared next to them, holding Ichigo's lifeless body slung over her shoulder. Beside her was a grief stricken Orihime, whose tears had stopped but she looked like she had lost all life in her body. Paradox walked over to her and placed a reassuring hand on her shoulder.

* * *

"Get to healing Ichigo now, Orihime," He said softly to her. Weakly, Orihime looked up at Paradox and nodded at him.

Harribel placed Ichigo down and took a step back. Orihime began her healing techniques on the man she loved. Looking at her brought sadness to Nelliel and Harribel. If it had been Ben in Ichigo's place, they would be the ones devastated instead of Orihime. All they could do was hope that Orihime could bring him back to life. If not, they didn't know how much more suffering the girl could endure.

* * *

Back at Ulquiorra and Ghostfreak.

"I do not know what you did to yourself," Ulquiorra said as he created another Lanza Del Relámpago. "But it does not make any difference."

Ghostfreak smiled with fiendish delight. Ulquiorra noticed this. This new form seemed…malicious in a way.

"Oh really?" the phantom asked the demon.

Ulquiorra charged forward, deciding that if throwing was out of the option, then stabbing would do. Suddenly Ghostfreak moved out of the way. Ulquiorra's eyes widened. How did he move so fast? Seizing this opportunity, Ghostfreak slashed Ulquiorra across the face with one of his claws. Ulquiorra reeled backwards but still clutched his javelin. Ghostfreak was momentarily stunned. He just now realized that he had been able to dodge becoming shish kabob. And in Ghostfreak of all forms! How had he moved so fast? His thoughts were interrupted when Ulquiorra turned to face him. Much to Ghostfreak's shock, Ulquiorra now had claw marks across his face. Black blood dripped from the Espada's new wounds. Ghostfreak looked down at his own claws.

Then it hit him. This nightly land was perfect for Ghostfreak's true form. In this realm of everlasting darkness, _he _was the master now.

Ulquiorra raised a hand to his face, where he wiped some of the blood off his face. He looked at the hand as the blood slithered down his fingers.

"You have cut me," he said. He looked at Ghostfreak. "But do not get become confident. This does not change a thing."

Ghostfreak, who was still looking down at his claws, looked back up at Ulquiorra. Then he smiled again.

"Ulquiorra," he said to him. "This takes things to a whole new level."

But then the wounds suddenly closed up. Ghostfreak blinked in surprise. "How did you…?"

"Of all my powers," Ulquiorra explained. "My strength does not lie in my offensive abilities, but in my regeneration. While most of the Arrancar abandoned their regeneration for greater power, I kept mine. I possess the greatest regeneration of all Arrancar. I can regenerate any wound aside from my brain and internal organs. So if you think that you have won because you can simply harm me, you will die."

Ghostfreak groaned. This was going to be tougher than he thought. Which meant that he was gonna have to fight dirty. Well, even more dirty actually.

So Ghostfreak turned invisible again. Ulquiorra gripped his javelin. He should've struck down Ben down while he was still visible. He swung around in a wide arc. He knew that Ben had to be simply coming straight at him.

"Close," said a voice behind Ulquiorra. "But not close enough."

Ulquiorra turned, only to feel Ghosfreak's claws rake across his skin. A gash was suddenly visible on his white chest. His eyes narrowed at the wound. Somehow the boy had become stronger after tearing off his outer skin. Was it some kind of limiter to his true power? Did this Ghostfreak have more abilities than he had originally considered?

Ghostfreak appeared in front of Ulquiorra. At first Ulquiorra thought that he was going to be clawed at again but no such luck now. Instead a beam of blue energy fired out of Ghostfreak's chest and towards Ulquiorra.

Having seen Zs'Skayr use that attack before, Ben decided that he would give it a try. But as soon as he fired it, he noticed something weird. The beam was even bigger than the one Zs'Skayr had fired! How did that happen?

Ulquiorra dodged it with ease but found himself intrigued. That attack. What was it? Could this form be capable of firing a Cero?

He swung his javelin like a sword at Ghostfreak, who levitated upward with ease. He slashed with his claw but Ulquiorra used Sonido to appear right above him. He jabbed down with his javelin, but Ghostfreak turned invisible, and no doubt intangible. This caused Ulquiorra's frown to deepen.

"The night is belongs to _me_, Ulquiorra," Ghostfreak's voice said in the air as he materialized right next to the Fourth Espada.

Ulquiorra said nothing. Instead he raised his fingers and fired a Cero Oscuras point blank in Ghostfreak's face.

* * *

"Ben!" Nelliel screamed. She felt as if everything had just been turned into glass and then shattered before her very eyes.

Harribel's own eyes widened as fear clutched her heart. "No," she whispered.

"Tennyson-kun!" Orihime cried. She had already lost one of her most precious friends. She didn't want to lose another.

Even Paradox felt as if a hole had been blow into him. It couldn't be. Not after all this. This could not be how it ended.

* * *

"Futile," was the only thing Ulquiorra said about the whole thing.

"You think so?"

Ulquiorra's eyes widened. "What?"

Once the Cero Oscuras cleared, everyone was greeted to see Ghostfreak, plain as day, waving right in front of Ulquiorra. They looked at him speechless.

* * *

"How?" Nelliel asked.

Paradox suddenly started laughing. Harribel, Nelliel, and Orihime all looked at him.

"Of course," Paradox said between laughter. "Of course!"

* * *

Ulquiorra on the other hand was studying his ghostly opponent.

"Your reflexes are quite impressive," he admitted. "You turned intangible very quickly."

Ghostfreak smiled. "Who said I went intangible?"

Ulquiorra's eyes widened as Ghostfreak fired another beam at him. But this one was bigger than the last one. Ulquiorra dodged it, but he was concerned as to why the attack had become bigger.

_He's getting stronger! _Ulquiorra realized. _How? How is he getting stronger? _Then a thought came to Ulquiorra.

_Could it be? Is it possible? Is his body gathering strength from the raw spirit particles of Hueco Mundo? Is he absorbing them into his body somehow? If that is the case, then who knows what his limit is. If I don't do something soon, he could become…unstoppable._

"He is becoming stronger," Harribel noted.

Nelliel nodded. She had noticed it too. "But how?" she asked.

"Allow me to explain," Paradox said, causing the two Arrancar to look at him. "It would appear that Ghostfreak's body has a unique interaction with this environment. Somehow, he has become a living, or at least semi-living, sponge to the numerous raw spirit particles in Hueco Mundo. His body is drawing the particles to him like moths to a flame."

"Is Ben aware of that?" Nelliel asked him.

The professor shook his head. "Ghostfreak has always been one of Ben's least used forms. And since he has never been in a world like Hueco Mundo before, I believe it's safe to say that Ben is completely unaware that he is getting stronger."

* * *

Although they were talking to themselves, Ulquiorra had been listening to their conversation as he battled Ghostfreak.

_So he is getting stronger because of the vast spirit particles. _Ulquiorra thought to himself. _I must end this before he becomes too strong for even more to fight._

Ulquiorra had created another javelin and was trying to slash Ghostfreak, only for the phantom to turn invisible again. As they watched the battle, a thought occurred to Nelliel.

"If Ben is capable of withstanding a Cero Oscuras, shouldn't he be strong enough to easily defeat Ulquiorra?"

Paradox chuckled. "It's not whether or not he was strong enough to withstand the Cero Oscuras. Rather, the Cero Oscuras didn't even affect him."

Harribel and Nelliel looked at the time traveler. How was that possible?

"Ectonurite's thrive in dark areas. In fact they become stronger in darkness," Paradox explained. "In a place like Hueco Mundo, which is always night, it is a perfect place for an Ectonurite like Ghostfreak."

"So why did Ben rip off his first layer of skin?" Harribel asked.

"Ectonurite's are extremely sensitive to high levels of light. Any powerful bright light would be harmful and often lethal. The Ultimatrix created a shielded layer of skin so that the wielder could use the Ectonurite form in bright areas. But since we are in a world where no sun exists, Ghostfreak did not need the layer."

"And so, being in an area of darkness instead," Harribel realized, "Ghostfreak could reach his full potential."

"And that's why the Cero Oscuras did not hurt Ghostfreak," Nelliel realized. "Even though it was a blast of energy, Ghostfreak was unaffected because the Cero Oscuras contained nothing but darkness!"

Paradox nodded. "It seems Ben picked the perfect form to use in Hueco Mundo. Even though he's not a Hollow, Ghostfreak has the home field advantage."

_But there is something else at stake. _Paradox admitted to himself. _Will this land bring out Ghostfreak's true personality? Or has Ben gained control for good?

* * *

_

Ulquiorra frowned at this predicament. But he was certain of one thing. The boy could not remain in that form forever. He would eventually have to change back to normal. Perhaps he would simply stall for time. Ulquiorra then looked over and saw that Harribel and Nelliel had been fully healed while the woman was trying in vain to heal Kurosaki. Foolish woman, why did she never listen? He would simply have to reduce the boy's body to ashes.

Using Sonido, Ulquiorra used his Sonido to suddenly appear in front of Orihime. She gasped out in fright while Harribel and Nelliel raised Tiburon and Gamuza. Ghostfreak saw where Ulquiorra had vanished and he snarled.

"Get away from her, Ulquiorra!" he growled.

Ulquiorra ignored him as he looked down upon Orihime, her face filled with fear.

"Stupid," Ulquiorra said to her. "He's gone. Accept it."

Orihime's eyes started to water up. Paradox narrowed his own eyes at Ulquiorra.

"I wouldn't recommend doing that," he warned the Fourth Espada.

Ulquiorra ignored Paradox as well as he raised his hand. Another Lanza Del Relámpago materialized.

"Your worthless faith in this boy will end," Ulquiorra told her.

Wham! Both Harribel and Nelliel slammed into him, pushing him away from Orihime and Ichigo.

"You have done enough, Ulquiorra," Nelliel told him. She pointed Gamuza at him.

"And we will not let you continue," Harribel finished as she raised Tiburon.

Ulquiorra gave them a bored look. "Is that so? If you want me to fight you seriously, then so be it."

He raised the Lanza Del Relámpago, only for it to suddenly shoot out of his hand on its own.

Ulquiorra looked at his now empty hand, then back at the Lanza, which was now floating in midair. "What?" he asked.

He looked over at Ghostfreak, who had a face that looked like a cross of sadistic pleasure and deep anger.

"You. Will. Never. Hurt. Them. Again!" Ghostfreak growled.

The Lanza Del Relampago repositioned itself so that it was now pointing straight at him. Ulquiorra only had seconds to move before the javelin shot down at him. The result was a massive explosion that shattered the dome. Everyone was moving out of the way as chunks began falling down to the inner sanctum below. Paradox was scooped up by Nelliel while Harribel picked up Orihime and Ichigo.

Ulquiorra floated in the air, his wings flapping. He looked over at Ghostfreak who continued to smile at him.

"Telekinesis," he told his opponent.

Ulquiorra narrowed his eyes. Ghostfreak was becoming more powerful by the second. If he did not end this battle soon, then perhaps he would actually lose this fight.

Ghostfreak pointed upward the sky with one of his pointy claws. Before he knew what was happening, Ulquiorra found his body being thrown up into the air. Ghostfreak then pointed down. Ulquiorra slammed down onto the parts of the dome that remained intact.

Ghostfreak smiled. "What was that about "lacking the power"?" he asked Ulquiorra mockingly.

Ulquiorra immediately got back up to his feet. But Ghostfreak was already there. The next thing everyone knew was a flurry of claws. Ulquiorra had abandoned the idea of using his techniques and decided to go for hand to hand combat. He bashed his fist into Ghostfreak's skull. The blow sent the ghost spinning wildly for a moment. Collecting his thoughts, Ghostfreak fired an energy beam out of his chest. Ulquiorra knocked it to the side with ease, only to feel Ghostfreak's claws slash across his back. Annoyed, Ulquiorra lashed out with his tail. It wrapped Ghostfreak up but the Ectonurite simply turned intangible. He then used his telekinetic powers to slam Ulquiorra back onto the dome.

"How does it feel, Ulquiorra?" Ghostfreak mocked, sneering at his opponent. "You have all these powers. And you can't do anything with them. That…is true despair."

Ulquiorra's frown deepened as he looked up at Ghostfreak. Suddenly he had appeared right in front of Ghostfreak and grabbed him by the throat. The ghost struggled to get out of his grip as he created another Lanza in his hand.

"Now I end this," he said.

Too late. Ghostfreak turned intangible before Ulquiorra had the chance to run him through. Ulquiorra swung in a huge circle, hoping to catch Ben from any angle.

_This is ridiculous. _Ulquiorra thought to himself. _How can this boy, this mere human boy, be able to reduce me to playing the fool?_

Suddenly Ulquiorra appeared right behind Nelliel. He wrapped one arm around Nelliel while holding a Lanza in the other. He positioned it so that he'd be able to stab Nelliel through if she tried anything.

"I would not recommend you trying anything, Harribel," Ulquiorra warned her. "Can you guarantee that you will stop me in time before I run Nelliel through?"

Harribel narrowed her eyes at the Fourth Espada.

"But would it not be better if I did finish her off?" Ulquiorra asked her. "You and she both want the same thing. Ben. As long as she is around, you both will be competing for his affection and one will be heartbroken when he picks one of you, or possibly neither. Would it not be better if she was dead and you had one less person in your way of receiving Ben's affections?"

Harribel now glared at Ulquiorra. "How dare you say such a thing," she warned.

"You have fallen, Harribel," Ulquiorra said to her. "You had a place of power, you were respected and feared by all those below you. And if you desire Ben so greatly, why did you not take him by force? Why should his feelings matter to you?"

Harribel glared at Ulquiorra. She loved Ben, but she would never take him by force. And even though she and Nelliel were in fact rivals, she would never wish for her to die.

"And what of you?" Ulquiorra asked Nelliel. "The same thing applies to you. Why did you not take Ben and claim him as yours by force?"

Nelliel shook her head sadly. "You are blind, Ulquiorra," she said to him. "Love…is something that you could never understand."

"I will waste no words talking about things like love that have no meaning," he looked into the vast air. "Show yourself, Ben."

Ghostfreak appeared in front of him. His face was one of rage.

"Let. Her. Go." Ghostfreak demanded.

"You will turn yourself back to normal and surrender," Ulquiorra told him. "Aizen-sama still wants you alive but I cannot guarantee your well being if we continue to fight. The others are no longer of importance. But I can see that if anything were to happen to them, you would less willing to cooperate."

Ghostfreak snarled angrily at Ulquiorra. "Hurt her again," he warned. "And I will tear you apart."

Paradox's eyes narrowed when he looked at Ben. He could see a hint of purple in Ghostfreak's eye.

_I was afraid of this. Zs'Skayr's personality doesn't seem to be completely there but there seems to be fragments. It is taking advantage of Ben's rage and twisting it into a sadistic malice. I fear the longer Ben lasts as Ghostfreak, the more of Zs'Skayr's personality may try to affect him. We need to end this quickly.

* * *

_

Meanwhile, Orihime was trying in vain to heal Ichigo's wound but nothing happened. The hole in his chest wasn't closing up or anything. Once again the tears began falling as she threw every ounce of her power into healing him. But it didn't do anything.

_No! _she screamed in her head. _I didn't want this. I didn't want to be a burden to Kurosaki-kun anymore. And now…and now he's…_

"Please come back," Orihime sniffed. "Please come back, Kurosaki-kun!"

Suddenly Orihime found herself being lifted up. Or rather, what she was on top of what was rising up. Her eyes widened when she realized what was going on.

"Kuros…" but her voice died when she saw what was in front of her.

Standing in front of her could not have been Ichigo. The being in front of her was pure white with black markings on its body. Its face was a skull with pointed horns and black lines running down its head to its chins. A long mane of hair hung from the back of its head. The gaping hole from Ulquiorra's attack was still there.

"Ku…Kurosaki-kun?" Orihime asked.

Nelliel, Harribel, Paradox, Ghostfreak, and Ulquiorra all turned around and saw the creature.

"Is this…?" Harribel began.

"A Hollow?" Nelliel finished.

Paradox narrowed his eyes. He had not predicted this. He had been told about Ichigo, but he did not know Ichigo was capable of this.

"Ichigo?" Ghostfreak asked. What had happened to his friend?

Ulquiorra, seeing that something new had been added to this conflict, released Nelliel so that he could full face this new entity.

"Who are you?" Ulquiorra asked the monster.

Ghostfreak looked at him. "Who do you think?" he asked him. "It's Ichigo. It has to be."

"Impossible," Ulquiorra replied. "I killed him."

Ghostfreak growled. "Don't remind me." He warned. Ulquiorra ignored him and looked over at what seemed to be Ichigo.

"I'll ask again," Ulquiorra said. "Who are you?"

Instead of saying anything back, the creature opened the palm of its right hand. Ichigo's sword, which had been placed on the ground next to him, went flying into the monster's palm. The creature swung the sword down, creating a massive shockwave, upsetting the already trembling dome. Then the creature let out a vicious roar. Not intimidated by the being's roar, Ulquiorra pointed his fingers at the beast. A Cero Oscuras formed at his fingertips. Ghostfreak, Harribel, and Nelliel were about to interfere when the beast lowered its head, aiming its long horns at Ulquiorra. A red ball of light formed between them. Ulquiorra's eyes widened as he fired the Cero Oscuras. The ball of light that the beast was forming fired. It was a Cero!

The two Cero came to head on collision. Everyone thought that the Cero Oscuras would overpower the other Cero, but instead it was the other way around. The monster's Cero was overpowering the Cero Oscuras. The Cero Oscuras dispersed and light from the other Cero shot everywhere.

"Aaaaaah!" Ghostfreak screamed in pain as he felt the light pierce his body.

"Ben!" Nelliel cried. She remembered Paradox saying that Ghostfreak's species was vulnerable to light. She and Harribel used Sonido to appear in front of Ghostfreak and shielded him with their bodies.

"Are you alright?" Nelliel asked him, afraid of how bad the light damaged him.

Ghostfreak began panting from the pain he received. He shook his head to clear his mind. If one looked closely enough, they could see that the small hints of purple in his eye were no longer there.

"I'm fine," he replied. He looked over at the monster that might or might not be Ichigo. "What happened to him?"

"I'm not sure," Harribel replied. "But he has the appearance and powers of a Hollow."

"You mean Ichigo turned into a Hollow?" Ghostfreak asked in shock.

"It would appear so," Paradox said, holding Orihime who looked over at the beast. The beast himself was looking at Ulquiorra. Ulquiorra appeared to be talking to it. "But how he became so powerful, I'm not quite sure. Ben, have you noticed that you are much stronger than you usually are as Ghostfreak."

Ghostfreak looked at him. "Yeah," he said. "I noticed. What's going on?"

"Hueco Mundo is filled with spirit particles that are interacting with Ghostfreak's body," Paradox explained. "Your body is absorbing them and you are becoming stronger. That is how you have been able to battle Ulquiorra like this."

"Cool," Ghostfreak said.

"I'm afraid it's not as cool as it sounds, Ben," Paradox said. "You may not have noticed but you were slowly succumbing to the personality of Zs'Skayr. Ghostfreak's real personality."

"What?"

"It's true," Paradox told him. He looked over at Ben. "However it seems the fragments are gone. For now."

Ghostfreak looked like he wanted to ask more when…

"Ooooooooooooo!"

Everyone turned to see a shocking sight. The monster was floating in the air, holding onto what appeared to be Ulquiorra's arm. They looked over at Ulquiorra. Sure enough, his left arm was nothing more than a stump. Just like what Ulquiorra had done to Harribel and Nelliel.

"Whoa," Ghostfreak breathed.

"Incredible," Nelliel commented.

Harribel's eyes narrowed. This, Hollow Ichigo, had managed to take one of Ulquiorra's limbs while they had not managed to do any significant damage to him at all.

_Even if he's a Hollow._ Harribel thought. _How could a normal Hollow be able to match the power of an Arrancar in a second released state? Who are you, Kurosaki Ichigo?_

"Is that…really…Kurosaki-kun?" Orihime asked fearfully

Ulquiorra however, did not seem bothered by the fact that he lost a limb. This was explained when a black substance came out of his left stump. After a few seconds, the black substance became a new arm.

"He wasn't joking," Ghostfreak realized.

Harribel shook her head. "Ulquiorra was telling the truth about his regeneration. Most like Grimmjow thought him foolish for having such a power. But Ulquiorra did not."

Ulquiorra aimed with the Lanza Del Relámpago and threw it at Hollow Ichigo. The creature tilted its head to the side, causing the Lanza to shoot past him and land in the desert nearby. It erupted into a column of light.

Instinctively, Nelliel and Harribel used their bodies to prevent any trace of light from reaching Ghostfreak and hurting him. Unfortunately, and unintentionally, their bodies were pressed right up against Ghostfreak. If his skull was capable of blushing, he'd be redder than Four Arms.

Soon the light ended. Nelliel and Harribel immediately let go, unaware that they had fried Ghostfreak's mind for the moment. He just floated there, not daring to open his mouth.

Seeing that his Lanza had failed, Ulquiorra immediately created another one. But just as he did so, Hollow Ichigo appeared behind him. The Fourth Espada turned around just in time to see Hollow Ichigo throw his severed arm at him. Ulquiorra easily slashed at it with his Lanza. The severed arm disintegrated.

Ghostfreak, who had regained himself just in time to see what happened, instantly felt relieved that he had managed to avoid getting sliced by that thing. Then again, since it was made of light, he probably would've died anyway.

"Don't underestimate me," Ulquiorra told Hollow Ichigo as he thrust forward with his Lanza. But Hollow Ichigo caught it with his bare hand. Everyone watched in stunned silence as he crushed it into particles. Before anyone could move, Hollow Ichigo slashed Ulquiorra diagonally down his body. The tip of Ulquiorra's left horn had been sliced off in the process. Black blood dripped from his gashes. Afterwards, there was stunned silence for a brief moment. Then Ulquiorra collapsed to the ground.

"He did it," Nelliel gasped. "He did it."

_How is he this powerful? _Harribel wondered.

Paradox looked grim as he saw the scene in front of him, then he looked at Ghostfreak, who was watching the event in awe.

"Ben," he told him. "Be ready."

Ghostfreak looked at him. "Ready? For what?"

Suddenly Hollow Ichigo slammed his foot onto Ulquiorra and lowered his head so that his horns were pointing at him. A Cero began to form between his horns.

"No mercy?" Ulquiorra asked Hollow Ichigo. "How very hollow-like. Very well. I lost to a human. I do not have a reason to live. Do it!"

As if eager to grant that request, Hollow Ichigo unleashed his Cero. The explosion blew an even bigger chunk of the dome off in the process.

Yet again, Nelliel and Harribel covered Ben with their bodies so that the light from the Cero didn't hurt him. When the Cero cleared, everyone could see that Ulquiorra was still there, but more than half his body and limbs were blown off.

Ghostfreak watched the whole thing in an uncomfortable silence. He had wanted to make Ulquiorra pay for hurting Nelliel and Harribel, but now that the anger was out of his system and somebody else had done the job, Ghostfreak couldn't help but feel bad at what was going on.

His attention was drawn when Hollow Ichigo raised his sword, ready to stab Ulquiorra through.

Only for Nelliel to grab Ichigo's hand.

"Nelliel?" Ghostfreak asked in surprise.

"Please, Ichigo," Nelliel asked Hollow Ichigo. "Please stop. You don't need to do this anymore."

Hollow Ichigo's reply was a stabbing his blade through Nelliel's stomach. Her eyes widened as she looked down at the blade now sticking out of her.

"Nelliel!" Ghostfreak screamed.

Snarling, Hollow Ichigo pushed forward with the hand still gripping his sword. Nelliel found herself flying backwards, but managed to stop herself in time. She doubled over in pain, looking down at the sword in her stomach.

Angrily, Ghostfreak flew in front of Hollow Ichigo. "Why'd you do that?" he demanded. "She was only trying to help!"

Hollow Ichigo's response to Ghostfreak was to punch him right in the face. The Ectonurite was sent flying backwards and crashing near Nelliel.

"Nelliel!" Ghostfreak gasped. "Are you okay?"

With a grunt, Nelliel grabbed Ichigo's blade and yanked it out of her stomach. "I'm fine," she said as she brought a hand over her bleeding stomach. "But what about Ichigo?"

Ghostfreak looked over at Hollow Ichigo, who let out another roar. "I don't know."

Harribel, realizing that Hollow Ichigo apparently couldn't tell friend from foe, reacted instantly to the situation.

"Cascada!"

The next thing Hollow Ichigo knew, he was caught up in a giant mass of water. Using her power, Harribel manipulated the water so that Hollow Ichigo was now encased inside a gigantic water ball. Knowing not to give Hollow Ichigo the chance to attack, she caused the water ball to start spinning in place. This caused Hollow Ichigo to be tossed up, down, and all around from inside. Harribel figured that it would not be enough, so she decided that the best option would be for Hollow Ichigo to not have any

"Hirviendo!" she cried.

The giant surge of water Hollow Ichigo was placed in became incredibly hot and boiling. He let out a roar of pain which only succeeded in causing water to fill his lungs.

"Stop!" Orihime begged. Unable to stand up, she crawled over and grabbed Harribel's leg. "Please don't hurt him."

Harribel looked down at her gently. "I'm sorry, Orihime. But Ichigo is no longer himself. He can't tell friend from foe anymore."

Orihime tried to speak again but was interrupted when Hollow Ichigo's water prison erupted. The two looked to see Hollow Ichigo standing there in the air again. His attention on Harribel now. The third Espada raised her blade, prepared for battle. Hollow Ichigo raised his blade, ready for battle.

"No!" Ghostfreak yelled. He reached out with his telekinetic powers. Hollow Ichigo felt himself unexpectedly thrown to the side, but managed to stop himself before flying too far. The creature began looking in vain to see what had attacked him.

"Ichigo, stop!" Ghostfreak yelled. "We're your friends!"

Hollow Ichigo ignored Ghostfreak's yelling and suddenly appeared right beside him. Ghostfreak's eye widened when he saw Hollow Ichigo next to him. The monster reached out with his hand to probably yank Ghostfreak's arm off, but Nelliel tackled him to the side.

"Nelliel!" Ghostfreak gasped.

Nelliel, despite her new injury, raised Gamuza and pointed it at Ichigo.

"Ichigo," she said. "Please stop this. We are not your enemies. We will not hurt you."

Hollow Ichigo ignored her as he opened his hand. Yet again, his black Zanpakuto flew over to him. He was prepared to attack Nelliel when he howled in pain. Claws marks suddenly became visible on his skull face. Furious, the beast looked to see who had attacked him. Instead claws marks now appeared on his stomach.

"Ichigo," Ghostfreak's voice came from the air. "I don't want to hurt you. Please stop."

During this time, Paradox had walked over to Ulquiorra, who he saw was still alive and slowly regenerating. But Paradox knew it was all for show. The blast had disintegrated a good deal of organs. Ulquiorra was as good as dead at the moment. Paradox looked over at his allies. Hollow Ichigo had attempted to attack Ghostfreak, who had turned intangible at the last minute. Outraged at his prey getting away, Hollow Ichigo began looking in vain for his opponent. Paradox looked down at Ulquiorra.

"Have you come to gloat?" Ulquiorra asked, fully aware that Paradox was next to him.

Paradox shook his head. "No," he told him.

"Then why are you here?" Ulquiorra asked.

"To have a chat with you," Paradox replied.

Thinking that it was the best idea to keep himself safe, Ghostfreak remained invisible as he began slashing at Hollow Ichigo with his claws. But his attacks only seemed to enrage Ichigo

"What is wrong with you?" Ghostfreak demanded. "Why are you attacking us?"

"Pr…ect…er,"

Ghostfreak blinked. Did Ichigo actually say something?

"Ect…her," Hollow Ichigo said again. "Pro…tect…her,"

"What is he saying?" Nelliel asked.

"Protect…her," Hollow Ichigo continued. "I…will…protect…her."

Ghostfreak's eyes widened. Was he saying…

"I WILL PROTECT HER!" Hollow Ichigo let out with a ferocious roar.

_Protect her_? Harribel pondered. _Does he mean…?_

She looked over at Orihime, who was staring up at Hollow Ichigo in fear.

"Kurosaki," Harribel said firmly. "We're not going to harm Inoue. You have my word."

Orihime felt guilt clutch her heart. _He turned into a monster for me._ She realized. _And now's he's hurting everyone. _Tears started dripping from her eyes again. _This is all my fault. If I had been strong enough, Kurosaki-kun wouldn't have had to come rescue me. And this never would've happened. I'm so sorry Kurosaki-kun._

"Please stop!" Orihime cried to Hollow Ichigo. "Please stop, Kurosaki-kun!"

"Listen to her!" Ghostfreak said to him.

Hollow Ichigo just let out another roar in response. Ghostfreak sighed.

"I'm sorry I have to do this to you, Ichigo," he said.

He flew straight towards Hollow Ichigo. Expecting an attack, Hollow Ichigo raised his blade to slice his opponent through. But instead, Ghostfreak went…inside of him?

Ben was only too aware the Ghostfreak had the power to possess people. But he himself had never used that ability while as Ghostfreak. But with Ichigo going on this mindless rampage, he had very little choice in the matter.

Hollow Ichigo did not take kindly to having something inside of him. He thrashed to and fro all across the place, apparently thinking that his tantrum could somehow throw Ghostfreak out. The others watched as Hollow Ichigo clutched his head and began stomping on the ground. He almost looked like a spoiled brat throwing a fit. After a few seconds passed, Hollow Ichigo just stopped. Then he stood straight up as his arms dropped down to his side. When he turned to face the others, they could see a green eye looking at them through Hollow Ichigo's left eye socket.

"B…Ben?" Nelliel asked weakly.

Ben/Hollow Ichigo looked over at Nelliel. She stared at him and waited.

"It's okay, Nelliel," he said. "I've got him under control."

Nelliel let out a sigh of relief. Harribel merely closed her eyes to acknowledge her relief that Ben was alright. Orihime on the other hand, got up and walked towards Hollow Ichigo/Ben. Hearing her walk towards him, the being turned to look at her. Realizing that he was looking at her made Orihime pause for a moment.

"It's okay, Orihime," Ben/Hollow Ichigo said to her. "I…"

_Who do you think you are?_

Ben/Hollow Ichigo shot his head straight up, much to the confusion of the others. He began looking around.

"Who said that?" he asked.

"No one said anything, Ben," Nelliel answered, confused at Ben's actions.

"I heard…"

_I don't like freakshows coming in here and messing up the place! This is my body, so get out!_

It took Ben/Hollow Ichigo to realize that the voice was coming from his own head. Or Ichigo's head. Both. Whatever.

Suddenly he felt a fierce headache. And that was an understatement. It felt more like his skull was being ripped in two. And he could feel his essence as if something was trying to push him out of Ichigo. This caused Ben/Hollow Ichigo to let out a yell of pain and grab his head in agony. His body began going into spasm and jerking all over the place. It was as if Ben wanted to go one way but something else wanted to go the other way. All the while, the pain in his head was getting stronger. Ben/Hollow Ichigo fell down on his knees while still clutching his head.

"Ben!" Nelliel cried as she ran to his side.

"Tennyson-kun!" Orihime cried out in concern as she ran towards him as well.

Harribel wasted no words but merely used Sonido to appear next to them. They gathered around Ben/Hollow Ichigo. His green eye kept flickering in and out like a dying light.

"Who are you?" Ben's voice demanded.

"Ben, who are you talking to?" Nelliel asked.

_This is my body! _The voice told Ben. _Mine! Now get out!_

"It's the Hollow," Harribel realized. "It sensed Ben's presence and is trying to repel him."

Ben/Hollow Ichigo lurched backwards and fell on the ground writhing. He rolled back and forth, still clutching his head and yelling in pain. Immediately Nelliel and Harribel were at his sides and pinned him down.

"Ben," Harribel said quietly but firmly. "You need to release Ichigo."

"But…" Ben said as he tried to ignore the pain that this struggle was causing him. "What about Ichigo?"

Harribel looked down at the ground sadly. "I'm afraid that it's too late."

Orihime had a sharp intake of breath when she heard that. "No," she whispered.

Casting a look over at Orihime, Harribel brought her attentions to Ben/Hollow Ichigo. "Ben, when I say now, leave the body. Understood?"

In too much pain now to speak, Ben/Hollow Ichigo responded by nodding his head.

"Are you ready?" Harribel asked Nelliel as she readied Tiburon. Nelliel responded by raising Gamuza. Orihime watched all of this with a torn heart. She didn't want to watch this. She didn't want to watch Ichigo be taken away from her again. But yet, she couldn't look away either.

"Ben," Harribel said. "Now."

In a thunderous roar of agony, Ghostfreak was shot back out of Hollow Ichigo. Not only that, but in a flash of green light, he turned back to normal Ben and fell on his bottom. Orihime ran over to his side.

"Tennyson-kun," She said to him. "Are you okay?"

Ben groaned, rubbing his head. "Still have a bit of a headache," he admitted. "What about Ichigo?"

Hollow Ichigo, with Ben gone, was back to being complete berserker. Nelliel and Harribel tried to hold him down a little longer, but he threw them both to the side with ease. Once free, the monster began looking around as if searching for something. Ben figured that Ichigo was probably looking for Ghostfreak, unaware that Ben was Ghostfreak. Apparently giving up after not being able to find Ghostfreak, Hollow Ichigo turned his attention to Nelliel and Harribel, who were on either side of him. He looked back and forth, as if debating which one to attack first.

"Ichigo!" Ben yelled, hoping to get through to him. "Snap out of it!'

But Hollow Ichigo ignored Ben, still looking back and forth between the two women.

"Kurosaki-kun!" Orihime cried. "Please stop!"

Hollow Ichigo ignored her as well. He finally chose between the two and pointed his horns at Nelliel. A Cero formed between them.

"No!" Ben yelled as he grabbed the Ultimatrix.

"Ben, it's okay," Nelliel told him softly.

"What?" Ben asked her in confusion. But before she could answer him, Hollow Ichigo fired his power Cero at her.

"Nelliel!" Ben cried.

But what happened next was perfect. Nelliel opened her mouth and everyone watched as the Cero Hollow Ichigo fired went inside of her mouth. Hollow Ichigo gave a small grunt of surprise, only to see Nelliel fire it right back at him! And this time it was even bigger! She had used her Cero Doble ability to eat Ichigo's Cero and then fire it back at him with her own. The creature was about to dodge the attack, but hadn't been aware that Harribel was right behind him. With one fast motion, she used Tiburon to slice off both his horns. Hollow Ichigo let out a roar of pain the same time the Cero Doble struck him.

The result was a massive explosion. Nelliel and Harribel were fine, but Orihime and Ben were on the brink of being blasted off the roof. Instantly Harribel and Nelliel were behind them and held them gently so that they wouldn't go flying. At this point, Ben was too worried about falling off than being too close to their bodies.

When everything settled, Ben's first action was to see if Ichigo was okay. He ran over to where Hollow Ichigo had just been. Orihime followed him.

"An ability to eat one's Cero, and fire it back," Harribel noted to Nelliel. "I could sense that you added your own Cero as well. Impressive, Nelliel-sama."

Nelliel found herself a little surprised. Harribel had never referred to her by name before. And she was surprised that Harribel would add "Sama to her name.

"You were the Third Espada before me," Harribel explained, noticing the surprised look on Nelliel's face. "And only lost your position because of Nnoitra's trap. And now I have met you, I am honored."

Nelliel felt a blush of embarrassment creep across her face.

"How is your wound?" Harribel asked, looking at where Nelliel had been stabbed through by Hollow Ichigo.

"I can take care of it," Nelliel answered. She looked over at Ben and Orihime, who were standing over Ichigo's body. "Look after them. I'll be there in moment."

Nodding, Harribel walked over to Orihime and Ben. As she did, Nelliel, after focusing for minute, spat a glob of her own healing vomit onto her hand and began applying it to her wound.

Ben and Orihime stood over Ichigo. He had been returned to his normal self, but the giant hole in his stomach was still there. Ben looked down at Ichigo sadly.

"Kurosaki-kun," Orihime whimpered as she fell next to his limp body. "Kurosaki-kun."

Harribel watched the whole scene play out. She was curious as to how the boy had gained Hollow powers and later a Hollow form. And how could it be so powerful as to defeat an Espada in Segunda Etapa. Was the combined force of his Shinigami and Hollow powers? Four soft footsteps told her that Nelliel was next to her.

"Orihime," Nelliel whispered sadly.

Everyone's attention was caught when they noticed light slowly starting to gather around Ichigo, shaping around him. Or more specifically, his hole.

"What's going on?" Ben asked.

"Its spirit particles," Paradox said as he walked over to the group. "A great abundance of them since we are able to see them. Usually they are as hard to see as atoms and molecules. Quite fascinating really.

"Spirit particles?" Ben asked. "But what are they…?"

Ben soon got his answers. The spirit particles suddenly became a cone of light, with the smaller end connected to the hole in Ichigo's chest. The group watched as the light began to shrink and compress into Ichigo. Then, in one final burst, the light vanished. But everyone could see that the hole in Ichigo's chest had been filled up by regular flesh. And like a bullet from a gun, Ichigo sat straight up, causing Orihime to lean back while Ben jumped back, tripped over his feet, and fell flat on his buttocks. Both stared wide eyed at Ichigo.

Harribel and Nelliel looked at Ichigo in shock. And both thought the same thing.

High Speed Regeneration!

Paradox looked at the boy, his face was impassive.

_Urahara said the boy was unique. And I couldn't agree more._

Ichigo was panting and gasping, as if he had been submerged underwater and finally made it to the surface. He looked at his chest in shock.

"Wasn't…wasn't there a hole in my chest?"

"K…Kurosaki-kun?" Orihime asked, almost afraid that Ichigo sitting in front of her was all just a dream.

Ichigo looked at her. "Inoue?" he asked her. "Are you okay?"

Orihime, realizing that the Ichigo in front of her was no trick, had tears coming out of her eyes. For the first time since all this, her tears were tears of joy. She nodded to Ichigo's question.

Smiling softly, Ichigo brought his attention over to Ben, who looked like he was seeing a ghost.

"You okay, Ben?" he asked.

Unable to speak at the moment, Ben merely nodded his head. Ichigo then looked over at Harribel and Nelliel. He noticed that their arms were reattached. But it looked like Nelliel had been stabbed in the stomach. What happened?

"Did…did I do that to you, Nelliel?" he asked, horrified that he had hurt one of his allies.

Nelliel nodded but gave him a reassuring smile. "It wasn't serious, Ichigo," she said gently. "I can heal it."

Then he realized something. Where was Ulquiorra?

"So you have come to your senses,"

Ichigo spun around to see Ulquiorra standing behind him. But the Fourth Espada was in such bad shape. One of his arms and wings were gone and one of his legs, only somewhat regenerated, looked like a black twig.

"Did I…do that to you?" Ichigo asked in shock. How had he done really that to Ulquiorra?

Ulquiorra ignored his question. Paradox looked over at Ulquiorra.

"Have you considered?" Paradox asked him.

The others looked at Ulquiorra and then back at Paradox.

"You expect me to betray Aizen-sama," Ulquiorra said to Paradox. "And what makes you think that I would join you?"

"Because you have seen for yourself that Aizen's enemies are not so helpless against him as you may think," Paradox told him.

"Ulquiorra," Harribel said. "Look at yourself. This is what following Aizen has brought you. You may have obtained great power thanks to him, but now look at you."

"Do not attempt to say that my life would be better with the Shinigami," Ulquiorra told her. "Many die when they follow their leaders. Shinigami, Hollows, and humans alike."

He created a Lanza in his hands. He looked ready to fight when suddenly his wing was starting to disintegrate. It began dissolving into ash that floated away in the air.

"Tch," Ulquiorra sighed as he looked at his withering away wing. "It's already this bad?"

"What's going on?" Ben asked.

"His body has taken too much damage," Nelliel explained to Ben. "He will disintegrate until there is nothing left."

The whole thing reminded Ben of the first two times he had defeated Ghostfreak's evil personality.

"Your time is running out, Ulquiorra," Paradox said. "Is this really how you want this to end?"

"No," Ulquiorra replied, as his horns slowly disintegrated. "If not, then our fight will be forever unsettled." He looked over at Ichigo when he said that. "Strike me down."

Ichigo grit his teeth and clenched his hands. "No," he said."

"What?" Ulquiorra asked.

This isn't how I wanted to win," he said. "It wasn't even me you fought. How fair is that?"

Ulquiorra sighed as his legs started to disintegrate. "Even now, you don't listen to a word I say." He looked over at Orihime. "Just as I was starting to take an interest in you humans."

The others watched him. Harribel and Nelliel watched him solemnly, while Ben couldn't help but feel a little bit sorry for him. Orihime had the biggest look of sadness on her face.

Ulquiorra reached out his hand to her. The black fur had disintegrated and was back to his normal hand. "Do you fear me, woman?" he asked.

Orihime looked up at him. Tears, much slower this time, softly began to drip from her face. "No," she practically whispered. "I do not fear you."

"…I see," Ulquiorra replied to her.

Orihime slowly reached out her hand to touch his. But no sooner had their fingers touched, did his arm started disintegrating. In possibly a minute or less, he would become nothing but ash.

"Paradox!" Ben cried out, unable to take it anymore. "Can't you do something?"

Paradox smiled. "Of course I can, Ben," he told him. "We'll come back over there." He pointed to one of the towers that hadn't been destroyed by the battle.

Everyone looked over at the tower to see…Paradox coming from around the corner. Ben, used to Paradox's abilities by now, grinned when he saw everyone else look at the spot where Paradox _had _been standing.

"He does that a lot," he told them.

But Paradox's trick was nothing compared to what they saw next. Stepping out of the corner, with a look of surprise on his face was…a fully restored Ulquiorra!

Ichigo gasped. "How did he-?"

"Incredible," Nelliel breathed. She knew he had power since he had reattached her arm, but…

Harribel herself showed amazement at the power she had seen take place. Despite Ulquiorra being on the brink of disintegration, this Paradox had restored him in an instant.

_You have powerful allies, Ben. _She complimented him in her mind.

Orihime ran over to Ulquiorra, looking at him up and down as if expecting him to disappear before her very eyes. The whole thing seemed rather ironic. Despite everything that Ulquiorra had done to her and put her through, she was still concerned for his well being.

Ichigo felt both amazed and relieved. He was amazed that Paradox had been able to restore Ulquiorra. He was also relieved that Ulquiorra had been healed in the first place. It felt like a great injustice to him since he had somehow gone berserk and tore him apart.

Ulquiorra looked at himself and then back at Paradox. "Why?"

"Why?" Paradox repeated. "Because your actions show that you deserve a second chance."

"A second chance?" Ulquiorra repeated.

"Yes," Paradox replied. "You have developed an interest in humans, did you not say?"

Ulquiorra's frown got deeper. "Is this your way of mocking me?"

"Quite the contrary," came the response. "If you are curious, then learn."

"You are under the impression that this suddenly makes us friends," Ulquiorra commented.

"Why can't we be?" Paradox asked. "Even you must not be completely satisfied with following Aizen."

Ulquiorra looked Paradox right in the eyes. "You know nothing about me,"

Paradox's grin got wider. "My boy, I am over one hundred thousand years old, I have been to the past, present, and future. I have gone to places that other life forms only dream of going. I have saved many worlds in many life times. And you, while unique in your own way, are not so different from the many other beings that I have encountered in my travels. I can read you as I can read anyone else."

The others simply stood there and watched as this exchange took place. But the others were left in awe from Paradox' little speech. Not even Aizen could brag about the things Paradox had done.

Ulquiorra remained silent. This man…who was he? He could detect no deceit in the man's voice, facial expressions, or body language. Either he was a master of deception or he really had done all those things he said he did.

"If you were somehow able to defeat Aizen," Ulquiorra pointed out. "Do you believe that Soul Society will welcome us with open arms? To them, we are still Hollows. Still abominations."

Paradox shook his head. "Not if Ben and I have anything to say about it. Ulquiorra, you and I will continue this conversation. As for the rest of you, Ichigo, your friends need your help."

Ichigo raised an eyebrow. "What are you…" then he sensed it. His face became one of fear.

Ben noticed Ichigo's face. "What is it?" he asked, lacking the ability to sense anything.

Nelliel looked up. "The others! We need to help them!"

"What's going on?" Ben asked, starting to get worried.

"It's Yammy," Harribel said with narrowed eyes. "He's released himself."

Ben raised an eyebrow in confusion. What was so bad about that? Yammy was the Tenth Espada after all. Nothing of his could possibly compare to the other top Espada. Especially Ulquiorra's Segunda Etapa.

"We must hurry," Harribel said. She and Nelliel used their spiritual pressure to lift themselves off the ground. Ichigo followed.

"Come on, Ben," Nelliel urged.

Confused but deciding to go along with this, Ben activated the Ultimatrix, switched the dial to Jet Ray, and slammed the dial down. He became Jet Ray in a flash of light.

"Wait," he realized. "What about Orihime?"

"She'll be along shortly," Paradox said. "Best get a move on, you four."

Harribel, Nelliel, Ichigo, and Jet Ray took off into the air and flew through the gigantic hole that their battle had made out of the dome. Smiling as he saw them off, Paradox brought his attention back over to Ulquiorra.

"Now," Paradox said. "Where were we?"

* * *

The four fighters soared down, heading off to where Jet Ray could only guess.

"What's so bad about Yammy?" he asked. "He's only the Tenth Espada."

"In his sealed state," Harribel told him.

Jet Ray looked at her. "Huh?"

"Ben," Harribel said. "There's something I need to tell you. The ranks of the Espada are not one to ten. They are zero to nine."

Jet Ray's eyes bulged. "Zero to nine? But doesn't that mean…"

Nelliel nodded in agreement. "Yammy is actually the Zero Espada."

Well that was a blow to the stomach. Yammy, the big buffoon, was the Zero Espada?

Harribel noticed the shocked look on Jet Ray's face. "Do not worry, Ben. Our rankings are based off our power and strength. Yammy may be labeled as the Zero Espada, but he is still the least intelligent. We can and will defeat him."

The others nodded in agreement. Jet Ray still felt a little uneasy about this whole thing. Then he looked up ahead and his eyes got even wider.

"There he is," Harribel told everyone.

Yammy had become huge! Around Way Big or Ultimate Humungousaur's full height. His skull ridges were more pronounced taking on the appearance of two large purplish-gray head coverings extending to the back of his head. His white mask fragments were now fused to his face, becoming his actual lower jaw. His red markings extended back from his face into two long flame tattoos. The majority of his body had become tan in color, with his thin ponytail becoming longer. His body had transformed drastically with his torso being largely the same but at the base attached to large elephant-like, caterpillar-like legs, eight each extending back from the torso connected to the body at white carapace covered joints leading to up to the base of a bony tail club , similar to that of an ankylousaurus. On each leg he has three large toes that extend back from the front to the back of the leg. He has five large black cylindrical tubes form on his back about half of the length of the tubes on his elbows. He has six black rounded nodules along the length of his forearms. Large Purplish-Gray cylindrical tubes form on his back and on his elbows.

"That's Yammy?" Jet Ray shouted.

"This is the power of his released form." Nelliel explained.

Jet Ray was about to say more about Yammy's form, but then something caught his eye. Scattered around the hulking brute was none other than all their friends. Renji and Chad seemed to be unconscious while Uryu was kneeling on the ground, looking like he was ready to collapse. Pesche and Dondochakka were lying on the ground, but he couldn't tell if they were unconscious or not. Yammy was waving his hands wildly, looking like he was trying to swat flies. It took Jet Ray a moment to see that there were some…things flying all around Yammy. As they got closer, Jet Ray could see that it was none other than Apacci, Mila Rose, and Sung-Sun. They were flying around, trying to attack him. And in his right hand, Jet Ray could see something. It was Rukia. She tried doing some kind of attack that exploded in Yammy's face. But when the smoke cleared, Yammy's face wasn't even hurt. And then he threw Rukia, sending her plummeting to the ground. Ichigo reacted immediately and went after her.

"That does it!" Jet Ray yelled. He picked up speed. Once he was within range, he unleashed a blast of neuroshock blasts from his eyes. The blasts hit Yammy's skin dead on. But Yammy did not react in pain or even irritation. He simply turned to see what was touching his skin. A smile came across his face when he saw who it was.

"Well, look who it is," he said with a loud laugh. "Ben Tennyson!"

Harribel's Fraccion who had been trying to find an opening, looked up when they heard what Yammy shouted. They gasped when she saw Ben, Ichigo, Harribel, and Nelliel floating in the air in front of the Zero Espada.

"Ben!" they cried out. "Harribel-sama!"

Slowly rising from their spots, Pesche and Dondochakka looked up.

"Nelliel-sama!" they cried weakly, happy to see their leader.

Nelliel looked down at her Fraccion in sadness. They were both in pretty rough shape. She glared at the Cero Espada for hurting them.

Jet Ray was worried about the others and hoped they were alright. He looked down and saw that Ichigo had reached Rukia in time. As Ichigo and Rukia began to exchange words, Jet Ray flew over to Uryu. Despite being injured, the Quincy managed to crack a smile.

"Took you long enough," he said as Jet Ray turned back to normal.

"What happened?" Ben asked.

Uryu was about to explain when they heard Yammy yell at Ichigo. The two saw him attempt to fire a Cero at Ichigo, but then Ichigo unleashed his Getsuga Tenshou right in Yammy's mouth. The two energies created an explosion in Yammy's face that sent the giant tumbling backwards. Uryu stared in amazement at Ichigo's attack.

"When did he become that strong?" he asked Ben.

Ben thought back to the top of the dome, to when Ichigo had turned into a Hollow. Feeling that Ichigo may want to keep that personal, he replied. "It's a long story."

"Apparently," Uryu said, frowning as he noticed Ben's reluctance to explain anything.

Meanwhile, Yammy got back up and tried to squash Ichigo with his fist. Whether or not Ichigo would have dodged it was unknown, because as that moment, Harribel and Nelliel appeared right in front of Yammy. Both girls struck his head with their Zanpakuto. The combined strength of the previous Third and the current Third sent the Cero Espada crashing flat on his back.

"Kurosaki Ichigo," Harribel told Ichigo. "Nelliel and I shall handle this. Get your friends to safety."

"But…" Ichigo started to say.

"You've done enough, Ichigo," Nelliel said to him.

Ichigo apparently listened because the next thing Ben knew, Ichigo and Rukia were gone. Ben was about to ask Uryu if he needed help when Apacci, Mila Rose, and Sung-Sun appeared next to him.

"Ben, are you alright?" Sung-Sun asked softly.

"I'm fine," Ben answered. "What about you guys?"

Apacci growled in Yammy's direction. "I've been better," she admitted. "The guy got the drop on us while we were fighting the Exequias. He was going on about something you had done to him."

Ben grinned sheepishly as he scratched the back of his head. "Yeah about that," he said. "I kinda knocked him out of a tower."

The girls were about to ask Ben to explain further when they heard Yammy yell in rage. They turned to see Nelliel use her Lanzador Verde to strike Yammy's shoulder. It wasn't strong enough to pierce through his skin, but it was enough to knock the Cero Espada off balance. Harribel followed up the attack by blasting Yammy's face with multiple blasts of La Gota.

Apacci snarled. "Harribel-sama needs help!" she shouted. She was about to charge at Yammy but Mila Rose grabbed her collar.

"Hold on, Apacci," Mila Rose said to her. "We can't charge in recklessly. We don't want to get in Harribel-sama's way."

"Mila Rose is right," Sung-Sun agreed. "For now, it seems that Harribel-sama and Nelliel do not need our assistance."

Ben shook his head. The memory of Ulquiorra ripping Nelliel and Harribel's arms from their sockets was still fresh in his memory. He shuddered. "You guys get the others to safety," he told them. "I'm helping," he said. He activated the Ultimatrix. "And I know just the guy to use."

"What are…?" Uryu started to ask, only for Ben to slam the Ultimatrix down.

* * *

Ichigo, who had placed Rukia down near one of the nearby pillars, had raced to confront Yammy. His plan was to lure the giant Espada away from his other friends. But as he got closer to Yammy, he was temporarily blinded by a green flash of light. That meant that Ben had transformed again. What did he turn into this time? When the flash ended, Ichigo got his answer… in a really big way.

"What the…?"

* * *

On the top of Las Noches, Orihime had looked down to see if she could spot what was taking place. She saw a flash of green light and realized that Tennyson-kun had changed again. When she looked to see what he had become, her jaw dropped.

"It's Ultraman!" she cried excitedly.

* * *

Yammy's attention was pulled away from Harribel and Nelliel when he saw the flash of green light out of the corner of his eye. That only meant one thing. The Cero Espada turned around to see which form Ben had turned into this time, and got his face smashed in with a fist.

The blow sent Yammy shooting backwards and landing flat on his back. Shaking the countless colors from his eyes, the giant looked up to see what had hit him. Standing in front of him with his arms folded, was a grinning Way Big.

Uryu was speechless at the colossal being in front of him. "Ben can turn into that?"

Apacci grinned. "Speechless?" she asked.

Mila Rose and Sung-Sun did not say anything as they began moving the others out of the fighting range. As they moved back and forth, they looked up at Way Big in appreciation, remembering when Ben has used him to clobber Nnoitra. Yammy was definitely in for it now.

Still grinning, Way Big gave Yammy a mock bow. "May I have this dance?" he asked.

Instead of being ticked off, Yammy grinned. "Been wondering what would happen if I got to fight _that _form. Bring it!"

He opened his mouth to fire a Cero, but got a blast of violet light hitting him right in the stomach. This action caused Yammy to turn his attention over to the one who attacked him, which was Nelliel. The purple light was her Cero.

Way Big immediately acted by lunging forward. Just as Yammy started to turn his head, Way Big collided with him, sending the two crashing down to the desert sand. Once they landed, the two began wrestling with each other. Yammy managed to get on top and began punching Way Big's head. The giant alien responded by scooping up a huge handful of sand and throwing it into Yammy's eyes. The Cero Espada shook his head furiously while rubbing his eyes with his hands. Way Big grabbed one of Yammy's hands and bashed it into the Espada's face.

"Stop hitting yourself," Way Big told him. He made Yammy punch himself again. "Stop hitting yourself." He did the same thing again. "Stop hitting yourself."

Uryu's face dropped. Was Ben really doing what he looked like he was doing? Beside him, Apacci and Mila Rose were watching with smug grins on their faces. Behind her sleeve, Sung-Sun had a small smile on her face.

* * *

Harribel and Nelliel went next to Ichigo, who was watching the two giants fight in amazement. He was about to jump in when Harribel stopped him.

"Harribel," he said to her. "We should…"

"Yammy and Ben are fighting at the moment," Harribel said to her. " "Both of them are at colossal size and therefore are more likely to receive a blow that was meant for the other. If we join in the fight as well, then we run the risk of hurting Ben as well."

"But I should still be helping him!" Ichigo said. "But if he loses or gets…"

Nelliel stepped forward, looking at Yammy with her grip firm on Gamuza.

"We will never let that happen, Ichigo," she said. "We will never let anyone take Ben away."

Ichigo paused, remembering that the girls all had strong feelings for Ben.

"Ichigo, do you know what happened when we thought Ulquiorra had killed you?" Nelliel asked suddenly.

Ichigo looked up at her and then paused to think. He couldn't remember a thing after he had been blasted in the chest. Only to wake up and learn that he had become a Hollow and had gone on a rampage.

"When we thought you had died," Nelliel said. "Orihime was devastated. She looked as if her whole world had been taken away from her. She couldn't stop crying. It was as if something inside of her was broken that couldn't be fixed."

Ichigo turned to look at Nelliel with widen eyes. "She did?" he asked. All because of what happened to him?

Nelliel nodded. "Her pain is something that I can understand.

"You can?" Ichigo asked in confusion.

"Yes," Nelliel. "Because," Now her voice became almost to a whisper. "That's how I'd feel if I ever lost Ben."

Ichigo looked at the ground speechless. Nelliel would feel the same way Orihime had if Ben died? Nelliel loved Ben. Was this supposed to mean that… Orihime…

"So please believe me, Ichigo," Nelliel told him, interrupting his thoughts. "We will allow Ben to fight his own battles, but we will always be there for him when he needs us."

Ichigo looked like he wanted to say something, but was snapped out of his thoughts by the fighting of Way Big and Yammy. The two giants had gotten back on their feet and were fighting viciously.

* * *

Bringing his hands together, Way Big got Yammy right across the face, causing the giant Espada to stumble yet again. Not letting up with his attack, Way Big slammed his hands down on Yammy's head, causing the giant to fall face down in the dirt. Way Big thought he had knocked Yammy out, but the Cero Espada struck out with his fist. It slammed into Way Big's gut, causing him to step back in pain as he clutched his stomach. Yammy followed up the attack by punching Way Big in the face. Now it was his turn to fall on his back and onto the sand.

"You think you're gonna win?" Yammy asked mockingly to Way Big. He pointed at the Zero tattoo on his shoulder."Look at this number! Look at it! I'm the Zero Espada. I'm stronger than anyone else you've fought. Nnoitra, Ulquiorra. As far as I care, they're all garbage!" He opened his mouth and began to charge a Cero.

Way Big frowned when he heard Yammy say those words. Sure he had no great love for Ulquiorra, and he and Nnoitra were bitter enemies, but for someone to talk so badly about their own team was just wrong. He got up to his feet and instead of saying anything, Way Big crossed his arms to resemble a giant L.

Yammy raised the part of his forehead where an eyebrow should've been. What was he doing?

His answer came to him when a beam of green energy shot out of Way Big's arms and right into Yammy's Cero. The two blasts of energy collided with each other of incredible caliber that at first the entire area seemed to be engulfed with light. Yammy's was a huge blast of spiritual energy. Way Big's was a blast of cosmic energy, made of the same power that would bring his species into existence. The light was so blinding that Yammy had to shield his eyes. As the light started to fade away, he could make out a shape coming at him. His vision cleared to reveal Way Big, who collided into him like a football player.

Everyone else watched the technique with awe. They didn't know Ben could do that.

* * *

"Ben always seems to have one more trick up his sleeve," Harribel commented after seeing the attack.

Nelliel smiled happily "That's Ben alright." She said.

Ichigo had to admit that he was surprised. He figured that if both girls liked Ben, wouldn't they be at each other's throats for his affection? But these two were getting along like sisters.

* * *

The two giants were trying to see who could pin down the other one first. Yammy pinned Way Big down first, but the giant alien used a leg sweep to make Yammy fall on his side. He then tried to body slam Yammy, but the Espada struck out with both of his fists sending Way Big to fall on his back again. Yammy readied himself and pulled his fist back. Energy built up around his fist, ready to unleash a Bala upon Way Big. Harribel and Nelliel were both ready to intervene when something else did. Something that looked like a big violet ball of light hit Yammy right in the eye. The Espada let out a noise of irritation, the energy around his fist disappearing. "Who did that?" he demanded.

"Get away from my cousin!"

Way Big froze when he heard that voice. That voice. He hadn't heard that in over a month.

"If you know what's good for you, ugly, I recommend you listen to her."

Way Big's eyes bugged out. That other voice. Was it…could it…be…?

Way Big and Yammy both looked to see where the voices were coming from. Down below, two figures looked up at the two colossi. One was a girl with red hair tied in a ponytail, wearing jeans, and a red button up shirt with a back vest. The other was a muscular boy with a black hair, wearing blue pants, and a black t-shirt over a longer grey shirt.

At first Way Big was speechless, and when he spoke, he could barely get the words out.

"G…Gwen? K…Kevin?"

Everyone had noticed the two newcomers as well.

"Who are those guys?" Mila Rose asked. "And how does Ben know them?"

Suddenly another voice cried out. "Sokatsui!"

The next thing everyone knew, a blast of light erupted on Yammy's right arm. The giant yelled in pain. Then something came flying through the air and landing on the ground with a thud. Everyone could see that it was one of Yammy's legs.

"What do you think you're playing at?" a gruff voice said. "Taking the first hit. Trying to get a cut too?"

"What nonsense," said a second voice. "I simply got here before you did."

Way Big raised an eyebrow. "What's going on?"

Approaching Yammy were two more people. One was Kenpachi Zaraki but the other was some man with long black hair.

Zaraki looked up at Way Big with a wicked grin on his face. "Well look at you, Ben. You grew up!"

The other man looked up at the colossal Way Big. "So you are the infamous Ben Tennyson who we have heard so much about."

From where he was, Ichigo landed down on the ground. "Kenpachi?" he asked. "Byakuya?"

Harribel and Nelliel looked at each other. More Shinigami reinforcements. Nelliel already knew Zaraki, but she did not know the other man. The one Ichigo called Byakuya.

Byakuya looked at the battlefield, noticing the injured scattered all over the place. His eyes lingered on Rukia. In a quick flash, he was instantly at her side and scooping her up. He looked over at saw Uryu and Harribel's Fraccion nearby. The girls naturally pulled their weapons out and took fighting stances.

"Are you the Fraccion of the one known as Tia Harribel?" Byakuya asked.

The girls were surprised that Byakuya knew their leader's name, but still nodded in answer to his question.

"Paradox told us that you and your leader were our allies," Byakuya told him. "Although I find the man to be…eccentric, I have learned that his judgment is sound. You have my word that we shall not harm any of you if you are truly against Aizen."

The girls only relaxed slightly. They were willing to trust some of the Shinigami who had become friends with Ben, but they didn't want to start trusting every Shinigami they met. They knew that not everyone would be putting aside the fact that they were Hollows. They turned around to see that Way Big had turned back to normal Ben and had run over to those two he had said the names of. Immediately they followed.

* * *

Ben couldn't believe it. He almost thought that he had fallen asleep and this was some kind of dream. There they were, his cousin Gwen Tennyson and his friend/rival Kevin Levin were standing there before his very eyes. He ran over to them happily. He felt that his heart was about to burst from his chest and seeing two of the people he missed the most. Kevin and Gwen looked over and saw Ben coming. Immediately Gwen ran forward and threw her arms around her cousin in joy.

"Ben!" she cried happily. "Ben!"

"Guys!" Ben said. "It's you. It's really you."

"In the flesh," Kevin said with a grin when Gwen and Ben separated.

"How did you guys get here?" Ben asked.

"That man over there, Byakuya," Gwen said. "He showed up in front of us all of a sudden with some woman named Unohana. They said they were gonna take us to where you were." Her face then became stern. "Do you have any idea how long you were missing?" she asked.

Ben grinned sheepishly. "Well uh…"

"Over a month!" Gwen yelled. "More than a whole month! We were worried sick about you! Your parents, me, everybody! For all we knew, you could've been killed! In fact, we all started to think that you did die!"

Ben looked at the ground. Guilt started to fill him. It wasn't like he had gone to Hueco Mundo of his own free will. He looked over at Kevin, who shrugged indifferently.

"I just missed having someone to make fun of," he said.

"Oh come on, Kevin," Gwen said. "You were worried too."

Kevin remained stubborn and didn't say a word.

"Kevin," Gwen said sternly.

Kevin sighed. "Alright, fine. I was a little worried. A little."

"Aw," Ben said jokingly. "You do care."

"They told us what Paradox had done," Gwen continued. It looked like she was on the brig of crying "Told us about the war, Aizen, Soul Society, everything. But…I was…I was already afraid that…" then she hugged him again. "I'm just happy that you're okay." She began to softly sob on his shoulder.

Ben smiled. "I'm so glad you to see you guys again." He said as he returned the hug.

"If you hug me, you're dead," Kevin warned when Gwen and Ben let go. Ben just shrugged.

In that moment, Yammy got back up to his feet. Since he had so many, losing one wasn't a big loss.

"You hurt me," Yammy said. Suddenly he began shouting. "Unforgiveable! Unforgiveable! Unforgiveable! I'll teach you to cut off my leg."

Ben groaned. "Will these guys ever learn?" he reached for the Ultimatrix. "Guess I'll have to…"

But an arm appeared in front of him. Ben looked up at the person the arm was attached to. The man called Byakuya. Nearby, Zaraki was talking with Ichigo.

"Ben Tennyson," he said. "Fall back. You have done enough."

"Huh?" Ben asked. "But…"

"Leave this to us. Right now, you have something more important to do."

Ben raised an eyebrow and was about to ask what Byakuya was talking about, but stopped when he suddenly saw Zaraki chasing Ichigo. Ben was about to call out to them when Yammy's fist collided with Zaraki and sent him flying to a nearby pillar. Ichigo looked like he was about to retaliate, but then Byakuya instantly was at the boy's side.

"Ben!"

Ben turned around to see Apacci, Mila Rose, and Sung-Sun running towards him.

"Ben!" Apacci called. "Are you alright?"

Kevin and Gwen both did a double take when they saw the three girls running towards Ben. And seeing Ben wave to them with a smile on his face caused her concern to skyrocket.

"Hey guys!" Ben said as they got closer.

"Uh, Ben?" Gwen said as she looked at the three girls while wiping her tears from her eyes. "Who are they?"

"We were just about to ask the same thing," Mila Rose said, looking at Kevin and Gwen warily. "Who are they, Ben?"

"Apacci, Mila Rose, Sung-Sun," Ben said. "This is my cousin Gwen Tennyson." He pointed to Gwen, who was still looking at the girls distrustfully. "And this is Kevin Levin." He pointed at his friend/rival.

"Pleased to meet you," Gwen said to the three, but it sounded a little fake.

The girls frowned at Gwen's treatment of them. What had they done to make her not like them?

"Gwen, Kevin," Ben said. "This is Apacci, Mila Rose, and Sung-Sun." he pointed at each one in turn. "They're my friends."

Gwen raised an eyebrow. "Your friends?" she asked skeptically.

The girls were getting annoyed with Gwen being rude to them. She had just met them and was treating them like trash.

"Ben?" a voice asked behind them.

Kevin and Gwen turned around to see to see Nelliel and Harribel standing behind them. They were a little surprised when they saw Nelliel. After all, she was in her released state, which made her look like a centaur knight with a skull on her head. A little disturbing but not as bad as other stuff they had seen. As for the other woman…

Gwen's eyes bugged out when she saw Harribel. _What is she wearing? _Gwen screamed in her head when she saw Harribel in her released state. She was hardly wearing anything at all. She was wearing a mini skirt and her chest was almost fully exposed.

_What is a woman like this doing around my cousin? _Gwen demanded angrily, not wanting to think about what a woman like that would try to do to Ben. She looked over at Kevin and got annoyed to see him staring at Harribel. Or rather, a certain part of her body. She elbowed him hard in the stomach, causing him to give a small yelp of pain and look at her as if asking "What did I do?" She gave him a look that said "Eyeballs back in your head".

"Kevin, Gwen," Ben said to the two of them, unaware of the interaction between the two. "I'd like you to meet Nelliel Tu Odelschwanck and Tia Harribel."

"Nice to meet you," Kevin said politely with a smile.

"Same here," Gwen said but it sounded forced. She glared at Kevin in case he was staring at Harribel's chest again.

Giant movement indicated that Yammy was getting back up on his feet. Everyone turned to see Byakuya and Zaraki about to confront him. Ichigo was nowhere to be seen.

"Let us take this conversation elsewhere," Harribel said. She walked over and lightly touched Ben's arm. Before Gwen could object to Harribel touching Ben, she felt someone grab her arm. The next thing she knew was that she was being yanked at an incredible speed. When she got her wits back together, she found that they were now a good distance away from the battle field. She looked over at Ben and the others and noticed a change in Nelliel and Harribel's appearance. Nelliel had gone from a centaur to a human form. She was now wearing a skin tight outfit with a green sheathed katana at her side. Harribel was now wearing more clothing and her mouth was covered up by some kind of zipped up shirt. Gwen frowned when she saw that the bottom part of Harribel's chest wasn't covered at all. The giant sword that Harribel had been carrying apparently shrunk was now attached to a sheath at her back. It didn't make her happy that Kevin had noticed what Nelliel's chest looked like without it being blocked by armor. After shooting him another glare, she looked back at the commotion nearby.

"The Shinigami have decided to deal with Yammy," Harribel explained.

"And they're welcome to it," Mila Rose huffed. "Good riddance."

"They're just glory hogs," Apacci snorted. "Ben was whooping Yammy's butt until they showed up."

"Your beam ability as Way Big was most impressive, Ben," Sung-Sun said sweetly. "You are truly amazing."

Gwen frowned when she heard all this. She was not in the mood if these girls were just trying to use Ben to get something out of it. She had seen that with Kai Green and Jennifer Nocturne and she was not about to let those _Arrancar, _as Unohana had told them, start treating her cousin like some kind of meal ticket. Not only that, but she was afraid of any other intentions they might have towards Ben. After all, Harribel and Mila Rose were shamelessly showing off their bodies without a care in the world. And Ben, why hadn't he said something about ? Oh, if these girls had tried to corrupt her cousin she was gonna give them what for.

"Kevin," Gwen said. "Isn't there something important you needed to tell Ben?"

"Huh?" Kevin asked. Gwen glared at Kevin, immediately got the hint that it was time for him and Ben to get lost.

"Come on, Tennyson," he said, yanking Ben.

"Huh?" Ben asked as he was yanked. "Wait a minute, what are…"

"Get going, Tennyson," Kevin hissed through his teeth.

Still confused, Ben decided to follow Kevin, not sure why it was so important for him to go with him.

Once they were out of hearing range, Gwen faced all five girls. She didn't care that two of them were bigger than her or that they all carried weapons. She was gonna let them know something right here and now.

"What is your standing with my cousin?" she asked sternly.

The girls looked at each other before looking back at Gwen. Why did she sound so angry?

"Ben was assigned to serve under one of the Espada as a Fraccion," Harribel explained. "He chose to be a part of mine."

Gwen raised an eyebrow. "He _chose _you?" she asked.

"Yes," Harribel replied, undaunted by Gwen's tone. Unlike her Fraccion, who did not approve of the way Gwen was talking to Harribel. Gwen then brought her attention over to them.

"And you?" she asked the three. Apacci and Mila Rose were openly annoyed by Gwen's question. Sung-Sun, however, kept a cool demeanor.

"We are Harribel-sama's Fraccion," She calmly told Gwen. "We are Ben's teammates."

"And what about you?" Gwen asked Nelliel.

"Mine is harder to understand," Nelliel said to her. "Thanks to one of my fellow Espada, I had been turned into a child and left wondering the deserts of Las Noches. By fate, I encountered Ben one day. It was thanks to him that I was able to return to my true form."

"Uh-huh," Gwen said, looking at the five as if she was interrogating them. "Has anyone tried to hurt my cousin?"

"Many have tried," Harribel told her, remembering Ben's battles throughout Las Noches. "But Ben always triumphed."

Nelliel bit her lip. She remembered when Ben was being tortured by Nnoitra before she had regained her human form. She still felt guilty and wished that she could have prevented it from happening to Ben.

Gwen looked at the ground. So far the girls seemed to be honest. Or were really good liars. So she was gonna give them a heads up in case they were lying.

"You seem to be good friends with Ben, so I'll give you the benefit of a doubt," but now her face became dead serious. "But if I find out that anyone, including you, have hurt my cousin or touched him in anyway," Her eyes become purple and sphere of purple light formed around her hands. "I. Will. Rip. You. To Shreds!"

Nelliel, Apacci, Mila Rose, and Sung-Sun's eyes widened at Gwen's question. Harribel's eyes narrowed.

"We would never allow that to happen to Ben!" Apacci yelled. "And we would never do that to him!"

Gwen was a little caught off guard by Apacci's reply. She hadn't expected them to react so…protective of her cousin.

"We would kill anyone who'd try something like that," Mila Rose said darkly, her grip on her broad sword tighter.

"And we would never hurt Ben or take advantage of him," Sung-Sun reassured Gwen softly. "We love him."

That brought Gwen's mind to a complete halt.

"I…I'm sorry," she said shaking her head. "What did you just say?"

Nelliel shyly walked forward this time. "It's true," she said. "We love Ben."

Gwen's jaw dropped. She tried to speak but now words came out. She shook her head and tried again.

"You…you say you love Ben?" she looked at them astounded. Her eyes mainly were on Nelliel and Harribel, since they were the two oldest of the girls. "_All _of you?"

Harribel folded her arms under her jacket. "I do." She said shamelessly. "I love Ben and would do anything for him."

"As we all would," Nelliel agreed. The other girls nodded at this.

Gwen felt as if her mind has just become a train wreck. She pinched herself several times to make sure that she hadn't entered some kind of dream. But nope, after pinching herself for the tenth time in a row, she finally accepted that she was awake. She immediately spun around and yelled: "BEN! GET OVER HERE!"

Jumping from his cousin's shout, Ben looked over. Kevin knew that tone, "Dude, you are so in trouble." Ben looked to Kevin, demanding to know what he was talking about when a fuming Gwen called him again.

"BENJAMIN KIRBY TENNYSON, GET OVER HERE!"

"Kirby?" Kevin repeated, chuckling. "Your middle name is 'Kirby'? And you rag on me for _my_ middle name."

Ben was about to retort when he saw Gwen who pretty much stomped over towards him. He gulped at how angry she looked. "Uh, yeah?" he asked.

"Ben, you got some explaining to do!" his cousin yelled at him. Her arms were folded and she began tapping the desert sand.

"Whoa, whoa," Kevin said, his arms in front of him as if in defense. "What did Tennyson do this time?"

"Good question," Ben agreed. "What did I do, Gwen?"

"I just had a little chat with your friends over there," Gwen said, her voice rising with each word. "And they say they love you!"

Ben gulped again. He hadn't thought about what would happen if anyone found out about that. His mind was too busy dealing with stopping Aizen. But looked like things had finally caught up with him.

Kevin did a double take. "What?" he asked. "They love him? All of them?" He was clearly referring to Nelliel and Harribel. Gwen nodded, causing Kevin to start laughing. "Come on, Gwen. Be serious. This is Ben we're talking about. There's no way he'd be a babe magnet."

Gwen turned her glare over to Kevin and raised an eyebrow at his words. He gulped at the look she was giving him. "I'll just shut up now," he said timidly.

Giving a nod of satisfaction, Gwen brought her attention back over to Ben. "Well?" she asked.

Ben nervously tugged at his jacket's collar. "Well…" he tried to say. "It's kinda…"

"Please do not be mad at Ben,"

The three jumped and turned to see the five girls standing right behind them. Apacci, Mila Rose, and Sung-Sun were looking none too fondly at Gwen as they overheard her talking to Ben. Apacci and Mila Rose were all out glaring at her while Sung-Sun looked at Gwen like she was a pest. Harribel and Nelliel, on the other hand, understood why Gwen was acting like this.

"We truly do love him," Nelliel told them. Harribel and Sung-Sun nodded once while Apacci and Mila Rose nodded while glaring at Gwen.

Kevin's jaw dropped. Then he yanked Ben over. "Okay, what's the deal, Tennyson? Since when did you become a Casanova? And how did you get two babes like them?" he pointed with his thumb at Nelliel and Harribel.

Ben threw his hands up in defense. "I…I didn't really do anything."

Kevin raised an eyebrow skeptically.

"He's telling the truth," Mila Rose said. "He did not have to woo us or charm us. By being himself, he became the one we love."

Kevin looked back at her. "Okay, back up. Are we talking about the same Ben here?"

"Oh Ben did have his immature moments," Sung-Sun admitted. "But he is still the most wonderful person we have ever met."

Kevin let out a whistle. He shook his head in amazement. "I don't know how you did it, Tennyson. I just don't know how you did it."

Ben groaned, wishing that he could just melt away right now.

"Hello, everyone,"

Everyone turned to see Professor Paradox standing next to them with a grin on his face. The exact opposite was on Gwen's face.

"You!" she yelled at him. She began advancing towards him while Paradox backed away from her. "This is all your fault. You're the one who sent Ben here in the first place! And you didn't even tell us!"

"I can assure you, Gwen, that my intentions were for the right reasons," Paradox said to her.

"I don't care!" she roared. "Do you have any idea how worried we were? Do you know how worried Ben parents were? How tormented they were at the thought that their son might never come home? They would stay over at my house and I would hear his mom crying every night for her boy! Can you even imagine her pain? Can you?"

Ben's face became pale with horror. His parents! He had been so caught up in the things going on in Hueco Mundo that he never thought if they were worried about him or not. And…they missed him so much. He felt tears in his eyes for making his parents suffer like that.

By now Paradox was feeling guilty for what he had done. "I could not tell you because I knew you would attempt to get into Hueco Mundo. And since science cannot help you get there, it would've devastated you further."

"But for all we knew, Ben could've been killed! Tortured! Raped! All because you left him alone in an unknown world to fend for himself! And what would you do then, Paradox? Are you gonna say that it was all for the greater good? That Ben's wellbeing didn't matter as long as this war that we weren't even part of ended? Would you expect him, expect us, to just walk away from all that?"

Paradox flinched at her words. All the emotions that Gwen had been forced to bottle up over the month were finally coming out and she couldn't and wouldn't stop it. Finally she broke down into tears and began crying. Kevin immediately walked over to her and held her gently.

Harribel walked over to Gwen and Kevin and kneeled down next to them. She put a comforting hand on Gwen's shoulder. Nelliel followed as well. Soon, the anger Harribel's Fraccion had felt towards Gwen evaporated. They could see that she was only doing this out of concern for Ben. They would have done the same. So they went over and soon the whole thing became a group hug of sorts

"It's okay, Gwen," Ben said to her. He spread his arms out. "I'm fine. See? Harribel and the others took good care of me. You can trust them."

"But…" Gwen said. "They all said they love you…"

"We all know that Ben will eventually have to make a choice," Harribel said softly to the young girl. "But we love Ben of our own free will. Ben did not seduce us or any act like that. In fact, he was not aware of our feelings up until now."

Kevin gave Ben a "Seriously?" look. Only someone like Ben wouldn't know that five beautiful ladies had the hots for him.

"We know that Ben will have to make a choice," Nelliel said. "It might be one or none of us. But we will not abandon him or forsake him. We love Ben not because of his powers or looks. We love him because of the man he is. The wonderful man he is."

Ben looked up at the fake sky of Las Noches, feeling his face burn from that compliment. Kevin just shook his head in disbelief.

_When'd you finally grow up, Tennyson? _he thought to himself.

By now, Gwen's sobbing had stopped and she slowly rose to her feet. The others backed away to give her some room. She took a deep breath as she started drying her eyes. When she finally calmed down she looked at the five female Arrancar.

"Thank you," she said softly. "Thank you for looking after my cousin. I'm so sorry for the way I acted."

The five Arrancar women nodded in respect to Gwen, showing that all was forgiven.

"Now," Gwen said as she got herself back together. "Where's this jerk Aizen that we need to teach a lesson?"

"He's in Karakura Town," Ben said. "We need to get there!"

"I'll open a Garganta," Harribel said. "We will get to Karakura Town quickly."

"Hold on," Ben realized. "What about Ichigo and the others?"

"They'll come along later," Paradox said. "Let's go on ahead. We should be able to arrive just as the battle begins."

"What?" Apacci asked. "The battle started possibly hours ago."

Paradox smiled. "Not a problem for me."

"Paradox is a time traveler, remember?" Ben said. "He can take us back in time to when the battle first started."

"Ben! Wait!"

Ben snapped his head to see Gantenbainne running towards him.

"Okay," Kevin said, trying to take in Gantebainne's outfit. "Who the heck is this guy?"

"Gantenbainne!" Ben said surprised. "What are you doing here?"

"Ben," Gantenbainne said. "I know you're trying to take down Aizen and I want to help."

Ben stared. "You…you do?"

Gantenbainne nodded as he looked around the massive ruins of Las Noches. "This is what following Aizen got me into. I don't trust the Shinigami, Ben. But I'm willing to trust you, Ben. Lead the way."

"Wait for us!"

"We're coming too, don'tcha know?"

Pesche and Dondochakka were seen running towards the others. Kevin brought a hand to his head.

"This just keeps getting weirder and weirder."

"Excellent," Paradox said. "The more the merrier."

"Should we wait for Ichigo and the others?" Ben asked, feeling that they should be a part of this battle.

"They'll be along, Ben," Paradox reassured him. "I'm just giving you a little bit of a head start. Now, everyone ready?"

Everyone looked at each other to see if everyone was in fact ready.

"It is time for Aizen's reign to end," Harribel said.

Apacci grinned. "Let's put that jerk in his place."

Mila Rose threw her head back and laughed, "I couldn't agree more, Apacci."

The others all shared mutual nods and similar indications. Ben smiled at Paradox. "Looks like we're ready to go."

"Excellent," Paradox pulled out his pocket watch.

"What's going on anyway?" Gantenbainne asked.

"Oh, you'll see," Kevin said, remembering his travels via Paradox.

Paradox pulled out his watch. "And here we go!"

Everyone's vision was immediately filled with a shining blue light. It lasted for a second. When everyone got their vision back, they found that they were no longer in Hueco Mundo. Instead they were in some kind of city. They were surrounded by skyscrapers and in fact were standing on one.

Mostly everyone was now looking at Paradox in awe. At least those not familiar with Paradox's powers.

"How'd you do that?" Apacci asked.

Paradox simply chuckled. "Long story that will take too long to tell. Now, if I may direct your attention." He pointed into the far off distance.

Everyone looked to where he was pointing. A whole bunch of people were floating in the air. On one side was a group of people wearing outfits similar to the Shinigami. They had to be the Gotei 13. On the other side was Barragan, his Fraccion, Starrk, and Lilynette.

"You really did take us to the start of the battle," Mila Rose said, her jaw hanging.

"Didn't I say I would?" Paradox asked with a grin.

"Where's Aizen?" Ben asked looking for the one behind this whole plot.

Paradox pointed a little further behind Starrk and Baraggan. A large cube of fire floated in the air.

"It would seem Yamamoto decided to put Aizen out of the way for a while. That is some comfort. Ben, I must go back to Hueco Mundo now so I'm leaving things in your hands. I promise I will return when the time is right."

Ben nodded as he walked over to the edge of the skyscraper.

"Good luck, Ben," Paradox said as he vanished in a flash of blue light.

Ben surveyed the battle field. They were pretty high up but Ben gave it no bother. He had the Ultimatrix and the training Harribel and her Fraccion had given him. And now it was time to put them to the ultimate use.

"Hey, Aizen!" he yelled.

* * *

Over at the other side, the Shinigami and Espada averted their attention to whoever it had been yelling. They looked over and saw the weirdest rag tag group of people they had ever seen. Standing in front of the rest was a boy with a green jacket that bore the number 10. He had his arms crossed and cocky grin on his face.

"Who are they?" Hitsugaya asked

"I'm not sure," Yamamoto said. But deep down, he had a suspicion.

"Some of them look like Arrancar," Soi Fon noted.

"Did they bring reinforcements?" panicked her massive lieutenant.

"I don't think so," Ukitake said. "Something seems a little off. Three of them are human."

"So what are they doing here?" Komamura asked.

* * *

Over with the Espada, Baraggan and Starrk immediately recognized most of them. The black haired boy and the red headed girl were new though.

"I can't believe it," Starrk said. "He's here."

Baraggan, who was sitting on a throne of bones that his Fraccion made him, trembled with rage at who he saw.

"BEN TENNYSON!" he yelled.

* * *

The Gotei 13 looked at the Segunda Espada, and then looked over at the grinning boy.

"That's Ben Tennyson?" SoiFon asked skeptically.

"He don't look like much," her lieutenant agreed.

Hitsugaya cringed. He had often wondered what this Ben Tennyson guy looked like. And he wasn't thrilled when to see what he really looked like. A human kid.

Matsumoto looked over at Ben. then at Hitsugaya, and started to burst out laughing. "My taicho got beaten by a kid! It's too funny!"

"Matsumoto!" Hitsugaya yelled, clearly not happy at learning the true identity of the heat monster that beat him.

"So this is the one Paradox has been talking about," Komamura said. "Well if he is as good as Paradox says he is, then I happily welcome his help."

"And he looks like he brought some friends," Ukitake noted as he looked at Ben's little group.

"You know," Kyoraku said to his friend. "This might not turn out so bad after all."

* * *

In the fire prison they were in, Gin laughed at the sight.

"Will wonders never cease," he said. "That Ben is just full of surprises."

Aizen nodded. "Indeed he is. So what will you do now, Ben?"

Baraggan on the other hand, was not so happy. "You wretched human! I will make sure you die this time!"

* * *

From the skyscraper he was standing on, Ben's grin only widened when he heard Baraggan yelling.

"Why don't you try?" he asked cockily. He activated the Ultimatrix. "It's Hero Time!"

**End of Chapter.**

**I hope you all liked this chapter. Oh, and if any of you are wondering if Ulquiorra and the others show up, I promise you that they will later on. I just thought it seemed fitting to end this chapter right here. Hopefully this will make you anxious to read the next chapter.**

**Anyway, I have a little question for you to solve. You know how in the earlier chapters Ben had displayed being able to use powers outside his Ultimatrix. Don't worry that's gonna happen some more in the future. But I want to see if any of you can guess how Ben's been able to do it. Good luck. And thank you for reading.**

**Oh by the way. I am making a sequel to this story. Farewell for now!**


	13. Karakura Battle Part 1

Disclaimer: Ben 10 and Bleach do not belong to me.

**Alongside this story and its sequel, I have decided I'm going to make a whole bunch of Ben 10 crossovers. One of them is called Ben 10's Fairy Tail. It's a crossover between Ben 10 and the anime Fairy Tail. Another is called One Piece or Ten Piece. It's a crossover between Ben 10 and One Piece. I'm also thinking of making one called The Familiar of Ten, a crossover between Ben 10 and The Familiar of Zero. **

**And I'm proud to say that one of you got it right as to how Ben was able to use powers without the Ultimatrix. Now I won't give anything away, but it does become important later. I might not make the powers a major part in this story right now, but they will be in the sequel.**

**And I would like to thank Kamen Rider Chrome for his editing.  
**

_Previously on Bleach: Ultimate Alien_

_Baraggan, on the other hand, was not so happy. "You wretched human! I will make sure you die this time!"_

_Ben's grin only widened when he heard Baraggan say that. _

"_Why don't you try?" he asked cockily. He activated the Ultimatrix. "It's Hero Time!"_

Karakura Town Battle Part 1

Over at the Gotei 13, Suì-Fēng (Soifon's retranslated name) made a sour face at what Ben had just yelled. "Did he really just say that?" She was starting to think that Paradox was a little cracked in the head for putting his faith in this boy.

"What an idiot," said Marechiyo Omaeda, her fat and pompous lieutenant. "Does he think he's gonna look cool by saying stuff like that."

Suì-Fēng made a face at him. "Nobody asked you to comment, idiot."

Matsumoto on the other hand was fascinated. "Oh, Taicho. Isn't that cute? He's even got a battle cry."

Hitsugaya frowned at her. "So what?" he asked.

Matsumoto pouted. "How come we don't have a battle cry?"

"Why would we need one?" he asked her in annoyance.

"I think a battle cry would be stylish," Kyoraku said with a grin. "I bet Ben and I are gonna become good friends."

Ukitake just shook his head while softly chuckling at his friend's words.

* * *

Looking through the Ultimatrix, Ben came across a form he hadn't seen in a long time. He grinned.

"Time to bring back an old favorite," he said. With that, Ben slammed his palm down upon the Ultimatrix. The transformation occurred instantaneously. Crimson rock started to engulf his entire arm before it spread all over his body. Then flames burst from his body as the transformation was complete.

"Heatblast!" Ben yelled in a much deeper voice.

* * *

"Wow," Matsmuto breathed.

"Amazing," Kyoraku complimented.

"Whoa!" Omaeda cried. "How did he do that?"

Yamamoto narrowed his eyes. "So this is the power of the Ultimatrix."

* * *

From his prison, Gin laughed. "What's with everyone and fire today?" he asked jokingly.

* * *

Ben had transformed into a flaming humanoid being made of flaming red rocks with magma in the cracks on his body. His hands had grown in size and looked like they could pack a punch. His head was literally on fire.

"Man, it's been a while since I turned into Heatblast!" cheered the Pyronite. He rubbed his hands together. "Ok! Let's do this!"

Heatblast aimed his palms downward and focused his power, unleashing a tornado of flame which propelled him into the sky like a rocket. Flying through the air like this gave him a nostalgic feeling. Memories of using Heatblast when he was ten years old played through his mind. Once in the air, Heatblast created a giant fireball that he rode on so that he could get closer to where the Shinigami and Aizen's men were about to clash. Once he was near them, he dispersed the fire ball. Being older and smarter, Ben had found more creative ways to use forms like Heatblast. Flames shot out of his feet to keep him aloft in the air as he crossed his arms. "So, am I late for the party or what?"

Gwen sighed when she heard her cousin. Ben was always ready for some witty bantering, but she couldn't help but smile. It reminded of the old days when Ben would turn into Heatblast and act all high and mighty. She looked around and saw that pretty much everyone was starring at Heatblast. She had to admit, Heatblast was a pretty imposing figure.

"So," Kevin said. "How about we get this started?" He put his hand on the skyscraper's roof. In an instant, his body was coated with stone.

"How did you do that?" Pesche asked, very impressed.

"Kevin's an Osmosian," Gwen explained. "He can absorb matter."

The others unfamiliar with his powers watched him with some amazement. However, Nelliel looked over at Barragan and Starrk.

"Can you absorb swords?" she asked him.

"Sure," Kevin answered. "Why?"

Nelliel pulled out Gamuza and held it out to him. "Here," she said. "Absorb this. You'll last longer than with stone."

Raising an eyebrow, Kevin turned himself back to normal. A little uncertain, Kevin reached out his hand and gently placed it down on Gamuza. His body became covered in metal. He let go once he was done transforming.

"Thanks," he said to Nelliel. Then he pounded one fist into his other open palm. "So what are we waiting for? Let's kick some butt already."

Gwen waved her hand and giant violet platform of energy appeared in mid-air. She and Kevin hopped on it. Gwen raised her hand and the square flew over to where Heatblast was. The Arrancar simply pushed themselves up with their spiritual pressure to join Heatblast, Kevin, and Gwen.

* * *

"Wow," Matsumoto said as she saw the flames from Heatblast's head sway in the wind. "He sure is a hottie."

Hitsugaya cringed at his lieutenant's comment. He was about to retort when Yamamoto interrupted him.

"Is that the heat monster you battled before, Captain Hitsugaya?" he asked the smaller and younger captain.

Hitsugaya shook his head. "This form is different," he said.

"Yeah," Matsumoto agreed. "The one that beat my Taicho looked more like a walking oven."

Hitsugaya growled in annoyance when Matsumoto said that. She, on the other hand, was unaware of his reaction and continued talking.

Matsumoto added, "I like this form better. Too bad I didn't bring a camera."

The captains all looked at Matsumoto. Ukitake and Kyoraku had amused looks on their faces. Suì-Fēng and Hitsugaya had annoyed looks on theirs. Komamura and Yamamoto both had neutral faces.

"Ben Tennyson!" Yamamoto yelled over to Heatblast, causing the Pyronite and his group to look over at the Shinigami.

"Do you know who we are?" Yamamoto asked him.

"You are the Gotei 13," Harribel answered for Heatblast, "The most powerful Shinigami in all of Soul Society."

Yamamoto looked over at her now. "Are you the Espada known as Tia Harribel?" he asked her.

Unfazed by the older man's gaze, Harribel responded with, "I am."

Yamamoto nodded. "May we see you as our allies?" he asked.

Heatblast looked down at the ground below him, apparently pondering on this question. Again, Harribel decided to speak for him.

"Hollows and Shinigami despise each other," she stated. "One would be a fool to deny all the adversity between our races, but we Arrancar are not _your_ allies."

The Gotei 13 all narrowed their eyes at Harribel.

"We are Ben's allies," she stated.

Yamamoto looked at her. Then he turned to look at Heatblast. Heatblast folded his arms and looked down at the ground.

"I don't like the way you treat Arrancar," he said finally. "But right now we need to work together to stop Aizen."

Yamamoto looked at Ben. "So be it."

"And you leave my friends alone!" Heatblast added, pointing to his Arrancar allies.

Yamamoto narrowed his eyes at the Arrancar among Ben's group. Personally the Captain Commander had to admit that he never believed that any Hollow or Arrancar would be willing to side themselves with humans, but young Ben had done the impossible.

"Very well," Yamamoto responded to Heatblast. "We shall not harm any of your allies as long as they continue to cooperate with us. However, at even the slightest sign that they will join Aizen's side again, we shall not hesitate to cut them down!"

Heatblast growled and was about to retort.

"Easy, Ben," Gwen told him. "Right now that's as good as we can get. We'll just have to deal with it."

"Man," Kevin said rather loudly so the Gotei 13 could hear him. "And I thought only that Byakuya guy was stuck up. Do all Shinigami act like they've got poles up their butts?"

"Kevin!" Gwen warned. The Arrancar laughed. Harribel was the only one silent while Nelliel lightly giggled and Gantenbainne just chuckled. Several of the Shinigami, like Suì-Fēng, Hitsugaya, and Yamamoto were clearly not amused by the teen's antics.

* * *

Over at the Arrancar side, Starrk and Baraggan looked as Ben and his pals all took positions, ready to fight.

Starrk sighed as he scratched his head. "I was afraid this was gonna happen," he muttered to himself.

Lilynette didn't say anything. Instead she was shaking too much with rage to say anything. She knew that Starrk was hoping he and Ben could be friends. Then Ben had to go and do this to them? How could he not see that everything would have been better with Aizen? And why did Harribel and her Fraccion betray them as well? They knew that life under Aizen was better than being hunted by Shinigami.

Barragan was also trembling with rage, but for different reasons than Lilynette. It seemed that no matter what happened Ben always seemed to be a constant thorn in his side. Among Ben's allies, he recognized one of them. Nelliel, the third Espada before she disappeared and got replaced by Harribel. Even she had the nerve to join forces with Ben. Then he saw Gantenbainne standing next to them. This was an outrage! How could all of those Arrancar side with a revolting human! This was blasphemy! Blasphemy! He was trembling with so much bubbling rage that his throne was starting to rattle. His Fraccion all looked at him nervously.

"Lord Barragan?" Findor asked in a quiet voice.

Barragan's fists, which had been tightly gripping the armrests of his throne, had gripped them so tightly that the armrests shattered.

"Do you see now?" he yelled over to the fiery box which contained Aizen. "Do you see your failure now, Aizen?"

From within his fire prison, Aizen's smile deepened slightly. Barragan, unaware of this, continued his ranting.

"Your Arrancar have turned against you, so many of those weaklings I was forced to call comrades have fallen, and Las Noches is probably in ruins! All because you allowed this worthless _human _into our midst! Well you have failed Aizen, and I shall succeed!" He turned to his Fraccion, who all took a step back from their vicious master. "All of you have one command and one command only. Do not come back to my side or do anything else until you have killed Ben Tennyson! I don't care if you bring me his bloodied corpse or just his head. I want Ben Tennyson dead!"

"Yes Lord Barragan," His Fraccion shouted. "It shall be done!"

Heatblast, undaunted by Barragan's order, flashed a smirk. "How about we just sit around a campfire, roast some marshmallows, and sing songs instead?"

Barragan had just about reached his boiling point. "Don't you dare mock _me, _Ben Tennyson! I am the God of Hueco Mundo and will not be made a fool of by a mere _ant_."

Kevin chuckled. "Man, I've heard of God complexes but this is ridiculous."

"You have your orders!' Barragan yelled to Fraccion. "Now carry out my will!"

All of Baraggan's Fraccion turned to face Heatblast and his group.

"Ben Tennyson," Ggio Vega said with a smirk. "Prepare to die!

Using Sonido, Vega appeared right in front of Heablast. The Pryonite and Arrancar were about to clash when something slammed into Vega's chest and knocked him away from Heatblast. It took the fire alien a moment to realize that it was Mila Rose who protected him.

"You want Ben?" she challenged. "You'll have to go through us first!"

Barragan's Fraccion looked over at the group of Arrancar who had gathered around Ben to protect him.

"How could you commit this act, Tia Harribel?" Choe Neng Poww asked, "How could you do something as blasphemous as side with a human?"

Harribel simply stared at them uncaringly, her arms folded under her chest.

"Like we need to explain ourselves to a bunch of stuck up pigs like you!" Appaci shot back, causing Barragan's Fraccion to glare at her.

"Lord Barragan wants us to rid his sight of Ben Tennyson," Findor said. "If you stand in our way, you share his fate." He raised his blade, which looked like a rapier. He was about to try and strike when…

Bam!

He reeled back as he felt Charlotte's leg smash into his stomach.

"Charlotte!" Vega yelled. "What are you…?" But then he was forced to duck as Redder tried to punch at him.

Over at his seat, Barragan felt as if everything had just been frozen. "What...?" he asked quietly.

Barragan's Fraccion took a step back. Instead of joining them, Charlotte and Redder had stepped over to Heatblast's side. Harribel's Fraccion immediately raised their weapons.

"Relax will ya?" Redder said to them. "We ain't gonna do anything to Ben."

The girls did not lower their weapons.

"Redder!" Barragan roared. "Cuulhourne! What is this?"

Charlotte smiled as he ran his hands through his hair dramatically. "Isn't it obvious, Barragan?" he asked.

His former teammates all gasped when Charlotte did not use any honorifics with Barragan's name. Even Harribel and her Fraccion were surprised by this act. Barragan felt as if he had been paralyzed.

"Avirama and I have decided to align ourselves to Ben Tennyson's side," Charlotte declared.

"What?" Findor, Vega, Nirgge, and Choe demanded.

Barragan got up from his seat. "How dare you!" he roared. "What do you think you're doing?"

"We're calling it quits, you old fart!" Redder yelled. His former teammates were rendered speechless at Redder's insult.

Charlotte turned to face the fiery Heatblast. "We have decided to join with you, Ben. Your heart has shown that true beauty comes from within and that it is truly more precious than any outward beauty could ever be. And now Ben, let the flames of your awesomeness burn through these wretched cretins that I so foolishly had been part of."

Kevin made a face. "Uh…Ben?"

"He's always like that," Sung-Sun told him. "Don't let it bother you."

Kevin looked at her. "Okay, a guy that dresses and talks like that? How do you expect me to _not _let it bother me?"

Barragan now looked like he was about to explode.

"Unforgiveable," he said quietly. "Unforgiveable. UNFORGIVEABLE! How dare you betray me! Carias! Poww! Vega! Parduoc! Kill Ben Tennyson and everyone in league with him!"

"Yes, Lord Barragan!" the Segunda's remaining loyal Fraccion yelled.

Appaci grinned. "Leave this to us, Harribel-sama. We can handle these clowns."

"I can't let you guys have all the fun," Heatblast said, creating a fireball in his hands and tossing it up and down like a pitcher playing baseball.

"Save some for me," Kevin said with a grin.

Mila Rose flashed him a smirk. "Think you can handle it?" she asked, challengingly.

Kevin gave her his own smirk as his hands turned into a mace and a long blade. Harribel's Fraccion looked impressed.

"Oh," Kevin told Mila Rose. "I can handle it."

Vega growled. "Cute trick," he said. "Don't think it's gonna help you."

"We won't let you win!" Pesche yelled as he pulled out a hilt with a glowing white blade from under his loincloth. Dondochakka reached into his mouth and managed to pull out a spiked club.

"We're the good guys, don'tcha know?" Dondochakka agreed with his friend.

"Don't think I'm gonna miss the chance to fight!" Redder said, pumping his fists.

Charlotte gave a feminine laugh. "These ugly brutes need a lesson in beauty."

Gwen created violet energy around her hands. "Bring it!" she shouted to Barragan's Fraccion.

* * *

Over at the Shinigami side:

"Taicho," Matsumoto said to Hitsugaya. "Should we help them?"

The captains looked over at Yamamoto, awaiting his decision. Despite his uncertainty about Ben, he could not deny that allies would be welcomed. Especially since they now had Aizen more than outnumbered.

"It looks like young Ben and his friends can handle things here," Kyoraku said jokingly. "Maybe we should just go home and let him deal with it."

Ukitake knew that his friend was just joking, so instead he analyzed the situation, ready to help Ben in case he needed it.

"From the looks of things," the Captain of the 13th Division said, "Tennyson-san seems to know how to make allies. It looks like he really was able to turn some of Aizen's Arrancar against him. Just like Paradox-san said he would."

Suì-Fēng cringed. She hated being reminded whenever that man was right. She didn't know who she hated more; him or a certain man from over a hundred years ago. The one who made the most important person in her life leave for so long.

Still, Suì-Fēng was really getting annoyed. Paradox this and Paradox that. Personally Suì-Fēng thought that she should join in the fighting where she was supposed to be. Instead everyone was relying on this boy merely because he turned into different monsters.

_That boy will not last. _Suì-Fēng thought to herself. _We are the ones who shall protect this town and all of Soul Society. Not some child._

Yamamoto was also studying the situation. So far, Paradox had in fact been right. Ben had won over some of Aizen's soldiers and reduced Aizen's invasion forces. What intrigued him was the fact that the Arrancar appeared to genuinely care about Ben. He never thought such a thing could happen. To the Shinigami, Arrancar were just a bigger threat compared to Hollows, and yet those Arrancar were willing to defend one human boy.

_You will never let me live this down, will you, Paradox? _Yamamoto thought to himself. _Fine then._

"Ben Tennyson!" Yamamoto suddenly yelled, startling everyone.

Heatblast turned to look at the Commander Captain.

"Can that form of yours absorb flames?"

Heatblast looked at him in confusion. "Uh…yeah," he said.

Yamamoto nodded. "Very well," the cane he was holding transformed into a sheathed katana. "Reduce all creation to ash, Ryujin Jakka!"

Yamamoto drew his sword. A blade surrounded by an inferno of flames was held in his hands.

"Ben Tennyson!" Yamamoto shouted. "Paradox has put all his faith in you to end this war. And from what I have seen, his faith has not been in vain. And so…I shall lend you my power!"

Everyone's eyes widened in shock.

"Co…commander!" Suì-Fēng protested.

"No way," Hitsugaya breathed.

"If this is what Commander Captain Yamamoto wants," Komamura said. "So shall it be."

"Wow," Kyoraku commented. "I never thought that…in all these years…"

Ukitake smiled. "Young Tennyson-san truly is something isn't he?"

Suì-Fēng opened her mouth to protest again, but Yamamoto looked at her sharply, silencing her. Then he brought his attention back to Ben. "Here, Ben Tennyson! Take my inferno!"

With a swing of his sword, Yamamoto unleashed a vortex of flames towards Heatblast before sheathing his sword again. Ben's group immediately put some distance but Heatblast stayed firm. He was not concerned for himself. He was Heatblast. Fire was no threat to him, and if this man was being honest… then who was he to look a gift horse in the mouth? Raising his hands, Heatblast focused his powers. The roaring inferno from Ryujin Jakka went soaring into his body. There were so many flames but to Heatblast, it was like taking a deep breath. Only this time you didn't need to exhale. Everyone watched as Heatblast continued to absorb the flames into his body.

When he was done, Heatblast could definitely feel the change. Those flames he absorbed were unlike any fire he had ever encountered. There was power in these flames, power that made him feel like he could do anything!

"Yeaaaaaaaaah!" Heatblast yelled, feeling the fire fill him like an adrenaline rush.

Yamamoto nodded in satisfaction. "Go now, Ben Tennyson."

Grinning, Heatblast turned to look at his friends. They had kept a bit of distance due to Heatblast's fire being hotter, but they looked at him with awe. Heatblast then gave a smug look over to Barragan's remaining Fraccion. Findor frowned at him.

"Do you believe that a little fire will scare us?" Findor asked. "Since Lord Barragan is eager to have you dead, Ben Tennyson, there is no need for us to be holding back. We shall crush you with our power. Engrave the surface of the water, Pinza Agunda!"

Findor's body was covered in spiritual energy that erupted around him in the form of purple flames.

"What's he doing?" Gwen asked Heatblast nervously.

"He's releasing himself," Heatblast told her.

"That's how he uses the bathroom?" Kevin asked.

"No!" Heatblast snapped while looking annoyed at Kevin. "He's going into his true form!"

Soon, the purple flames had died. Everyone could now see Findor in his unsealed state. He now had large crab-like claws that covered both of his hands. The right claw was very large, similar to that of a fiddler crab. The right side of his body was also covered with a carapace of chitinous composition, acting as a form of armor. At the other end of the tip of the claw, it seemed that there was a string/rope-like connection from there to the right shoulder.

"Prepare yourself, Ben Tennyson!" Findor yelled after transforming. "This is your end!"

"Actually," Heatblast said as he created fire around his fists. "I'm kinda in the mood for boiled crab!"

Findor grinned at him. "I accept that challenge."

"Don't hog them, Findor!" Ggio yelled. "I'm getting my fun out of this. Bite off, Tigre Estoque!"

Calling out the name of his Zanpakuto, Ggio transformed into a more tiger like appearance. He gained red stripes on his cheeks and forehead. His Hollow mask had slightly elongated at the back, with the saber teeth being slightly more pronounced. His white jacket continued down into a black-embroidered white loincloth, with large black stripes running along the sides of the jacket and running the same pattern continuing down onto his now exposed legs, which was now concealed in a more form-fitting white material that stops at the thigh. His feet were now fur-covered and cat-like. His knees and elbows had become covered in a blond fur. The most pronounced change is, with the transformation, he now had long squared-off blades on each wrist. His braid grew to become very thick and long, hanging down to his knees, striped blond and black with a squared-off blade similar to the ones on his wrist, hanging off the end.

"Okay," Kevin said. "This is getting weird."

"You didn't stand a chance against us before, human," Nirgge told him. "What makes you think that you'll stand a chance now?"

"Oh, I'm shaking like a leaf," Kevin sarcastically said.

"Soon, you will be shaking more than that," Nirgge replied. "Trample, Mamut!"

While Ggio had gained a more tiger like appearance, Nirgge had gained a more mammoth like appearance. His body was now covered in green fur, with the tusks of his hollow mask lengthening to become somewhat reminiscent of an actual mammoth's tusks. He also grew a large grey trunk from the center forehead of his Hollow mask remains.

Kevin didn't look impressed. "I say Humongousaur's scarier than you," he said coolly. Then he noticed the gigantic Poww just standing there without taking action. "You gonna change too, big guy?"

Poww just stared at Kevin. "My comrades have entered their released states," he stated calmly. "They do not require my assistance."

Kevin smirked. "You sound pretty confident they'll win."

Again, Poww made no facial expression. He just regarded Kevin as if he wasn't even there, aside from the fact that he actually talked to him. "We are the servants of Lord Barragan, our God. We will not be defeated by traitors and worthless humans."

"Hey!" Redder yelled, interrupting the two. "What are you standing around talking for? Let's get this on! Scalp, Aguila!"

In a burst of spirit energy, Redder became his bird like form. Ben remembered it back when he had fought Redder while using Rath.

"What is this? A zoo?" Kevin asked, noting how all the Arrancar so far had animal transformations.

"So this is the power of the Arrancar that Unohana and Byakuya told us about," Gwen said as she looked at each of the Arrancar who had unsealed themselves.

"Fools!" Charlotte called out to former comrades. "I was once blinded by the emptiness that Lord Barragan gave us, but that all changed when I met Ben! He gave me a new purpose to live and a reason to fight and I have become all the more beautiful because of it." He did a dramatic sigh. "Oh, that line was so perfect."

Kevin made a face of disgust. "This guy's really getting on my nerves, Tennyson," he warned.

"What do you want me to do about it?" Heatblast asked. Sure Charlotte was creeping him out too but he didn't know what to do to stop him.

"Now!" Charlotte yelled as he held his blade out in front of him. "Let me show you fools the true power of beauty! Sparkle, Reina De Rosas!"

Gwen raised an eyebrow. "That's odd. All the other names were animals. This guy just said 'Princess of the Roses'."

"You can understand what they're saying?" Kevin asked.

"I took Spanish classes," Gwen said with a shrug. "No big deal."

Kevin looked like he wanted to ask more but got interrupted by Charlotte's body suddenly being covered in a purple light. The whole thing made Kevin shiver. He had faced countless sinister beings in the universe, and this guy right in front of him scared him more than all of them combined, even more so when the light burst into a display of violet. Gwen threw up a shield of mana so that they wouldn't be blasted backwards. As quickly as it began, the light cleared. Everyone got a good view of the new Charlotte.

"Okay," Kevin said angrily. "This is just sick!"

Gwen blinked and raised an eyebrow. "Uh…" was all she said.

Even Heatblast was freaked out by what he saw. "Charlotte….What are you wearing?"

In his new released form, Charlotte was dressed in a white crop top with extended wing-like shoulder pads with a short pink cape attached to the back. He had white underwear with extended wings at the hips with a pink flowing mini skirt. Large white disk-like bracelets were on his ankles and wrists and he wore heeled shoes. He completed the outfit with a tiara with horns on his head.

"Behold!" Charlotte cried. "The true form of beauty!"

"Beauty?" Kevin demanded. "Beauty? You look like something off the Rocky Horror Picture Show!"

Charlotte's eyes widened. "H…horror?" he yelled. "Horror! How dare you? How can you not appreciate beauty in its true form?"

"I think I'm about to hurl," Kevin said under his breath, but Charlotte heard it anyway.

"You…you heartless jerk!" Charlotte shouted. "I'm gonna…"

"Um," Heatblast interrupted. "Aren't we supposed to be worrying about them?" he pointed over to the rest of Barragan's Fraccion. Findor, Nirgge and Ggio all had amused looks on their faces. Poww remained as impassive as usual.

"Is this the best you have to offer, Ben Tennyson?" Findor asked with a smirk. "Then perhaps Aizen-sama overestimated your abilities."

Apacci glared at him. "You think you stand a chance against us?"

"I guess it's time for us to go all out as well," Sung-Sun said.

"By all means, go ahead," Findor allowed. "Then we'll show you how you do not stand a chance against us no matter how powerful you become.

Mila Rose scoffed. "That won't happen," The girls raised their weapons.

"Thrust, Cierva!"

"Devour, Leona!"

"Strangle to death, Anaconda,"

Gwen made a face. "Lovely," she muttered. "How did Ben survive in that place?"

"That's what I'd like to know," Kevin whispered, still looking disgusted at Charlotte.

When Harribel's Fraccion shouted out their release commands, they were engulfed in different colored lights. Apacci was engulfed in red light, Mila Rose was covered in orange light, and Sung-Sun was covered in purple light. The next result was three explosions of energy coming from the girls. Heatblast was blown back, so he added some more power to his feet to stay upright. Gwen and Kevin were nearly blasted off Gwen's platform but Gantenbainne caught them and helped them keep balance.

"Thanks," Gwen said to the Privaron Espada.

Gantenbainne shook his head. "No thanks are needed. Anyone who's a friend of Ben Tennyson is a friend of mine."

Kevin shook his head. "Just what all did Tennyson do while he was there?"

When the lights cleared, everyone could see the difference in the girls. Apacci was the first one. In her Resurrección form, Apache became more deer-like. Her body was covered in brown fur, and she now sported deer-like antlers above her brow, her feet were replaced with deer-like hooves, and a small tail stuck out from where her tailbone would be located. She turned around to look at the others. Both her eyes had changed to amber and both eyes gained a red outline around them, with small lightning bolt-shaped markings on both sides of her face.

"Let's show them what we can really do, Ben!" she called over to him apparently not caring about anyone else except him.

Kevin looked at her, still trying to get used to her new transformation. As he looked at her, he noticed something.

"Did your chest just get bigger?" he asked bluntly.

"Kevin!" Gwen yelled again.

Apacci's face became red. "What do you think you're doing?" she yelled. "I didn't transform for you to be ogling me."

Kevin gave her an amused look. "Right," He said. "Bet you wouldn't mind if _Ben _was ogling you, my 'deer'."

Apacci's race became red from embarrassment and anger while Heatblast wished that he was anywhere but here right now.

"Kevin!" Gwen yelled for the third time.

"What?" Kevin asked her with a shrug. "I'm only saying."

"That's enough bickering," Sung-Sun said as she and Mila Rose turned around. "You're too busy fighting with each other instead of fighting your opponents."

Everyone was able to get a better look at Sung-Sun and Mila Rose. In her Resurrección form, she resembled a nāga, a female's torso with a long slender anaconda's tail from the stomach down. Three more pink dots had appeared under her left eye, and her black furry necklace became thicker and more feather like. Her mask now extended around the back of her head and had grown armor plating, similar to a cobra's head.

Kevin chuckled when he saw her appearance. "I always thought there was something _slithery _about you," he said to her.

Unlike Apacci, Sung-Sun only gave Kevin a slightly annoyed expression and didn't say anything.

"Are you just going to insult us all day or are you going to help?" Mila Rose asked.

Everyone's attention was on the Amazon, and boy was there attention on the Amazon.

"Wha…what do you think you're wearing?" Gwen yelled outraged.

"Uhhhhh…." Kevin said as his jaw dropped.

"Wow!" Pesche cried perversely.

"What?" Mila Rose asked calmly. "Is there something wrong with how I look?"

"What do you think?" Gwen asked, trying to keep her temper in check.

In her Resurrección form, Mila Rose looked like an armored Amazon warrior, with two claws holding her breasts, an armored thong, and a pair of boots that went all the way up to her upper thigh. (This is from the Bleach Wiki. Trust me; I have nothing to do with this!) Her mouth was slightly opened so that if you looked close enough, you could see two sharp lion-like fangs. Her forehead now bore an orange X-shaped mark and her head now had a long lion mane, with gold highlights flowing over her hair. She still had her broad sword, but it changed in size, shape, and color.

Pesche wolf-whistled, causing Mila Rose to turn her head at him and Pesche immediately cowered back as she glared at him.

_What is it with these girls and practically walking around naked? _Gwen asked herself. _First Harribel and now her!_

"Okay," Kevin said after he came to his senses. "This practically screams 'Ben, look at me!'"

Mila Rose glared at him while red colored her cheeks. "You idiot!" she yelled. "This is my released state! It has nothing to do with Ben!"

"Right," Kevin said in the same tone he did to Apacci. "But I'll bet Ben drooling at you would be a big bonus wouldn't it?"

Mila Rose's face lit up more. Meanwhile, Heatblast was trying to make himself look small and insignificant so no one would look at him.

Apacci, as if struck by epiphany, turned her viciousness over to Mila Rose. "Mila Rose!" she yelled. "Don't you dare try and seduce Ben while in your released state!"

Mila Rose snapped out of her blushing to smirk at Apacci. "What's wrong, Apacci?" she asked. "Afraid Ben doesn't like hairy girls?"

Apacci's face became super red. "H…hairy girls? Well maybe he doesn't like girls who walked around naked!" This caused Mila Rose to glare at Apacci now.

"Your bickering is most unbecoming," Sung-Sun said calmly. "Can't you see that Ben may not be interested in either of you? You are far too loud and obnoxious." Then her eyes softened. "I would be a more suitable woman for Ben."

If anyone bothered to look, Heatblast's flames had burned a little hotter from embarrassment. It felt weird having girls fight over him. Not to mention awkward.

"Uh, guys…" he said, trying to convince them to fight Barragan's Fraccion, who were watching the whole thing in amusement.

"You?" Mila Rose asked Sung-Sun. Then she threw her head back and laughed. "You think either of you are good enough for Ben? Why would Ben want a deer or a snake," she pointed to herself and added with a purr. "When he can have a _lioness_?"

Kevin's eyes widened and he let out a whistle. "Man, Tennyson. I didn't know you had it in you."

Gwen just stood there with her mouth open in shock. No words would come out of her mouth. She just didn't know what to say. These girls were being too forward. Scratch that, they were being _way _too forward.

Heatblast wished that he was anywhere else in the world but right here.

Nelliel noticed Heatblast's look and smiled softly. Poor Ben didn't ask for this but boy did he get it. Then her smile slowly dropped.

_Eventually he'll have to choose one of us, _she thought to herself. She looked back to when she and Ben first met each other. She remembered the moments that the two of them had shared. Sure she had been a little kid at the time, but now she was an adult and hoped that she and Ben could have more of those moments now, and that they would be even more special, but now she was scared that Ben might only see her as a sister. That was not what she wanted. She wanted to be something more than a sister to Ben.

_Ben,_ she thought to herself. _I know that you and I have a bond that you don't share with any of the other girls. Even if you think it might be a sibling bond, I'll show you that it isn't. I…I know this is selfish of me, Ben. But…I want to be the special woman in your life. Please, Ben. Please let it be me.

* * *

_

Over at the Shinigami side, the Gotei 13 had been completely thrown off by the girls' arguing and about who and what they were arguing about.

"Wow," Matsumoto said. "Ben is quite the ladies' man."

But everyone's attention was drawn by the sudden laughter of Barragan's Fraccion. Well, Findor, Nirgge, and Ggio were laughing.

"So this is the reason you betrayed us?" Findor asked with a smirk. "You left us because you have lustful desires for this boy? Pathetic."

Immediately Harribel's Fraccion glared at Findor with looks of outrage.

"I've got news for you, Findor!" Apacci yelled over the Segunda Espada's Fraccion. "It's not lust! It's love!"

The Shinigami and Aizen's forces all froze when they heard Apacci say that.

"That's right!" Apacci yelled. "We love him!"

"If you want him…!" Mila Rose shouted.

"You'll have to go through us," Sung-Sun said.

"I…I don't believe it," Suì-Fēng said softly.

"Love?" Omaeda asked. "They love him? What's so great about that Ben guy? He ain't even good looking."

"That is so cute," Matsumoto gushed. "They all want the same man. That is just delicious."

Gwen snorted. She wondered what everyone's reaction would be if they knew that Nelliel and Harribel loved Ben as well.

"How…how can Arrancar fall in love?" Hitsugaya asked, completely baffled.

Komamura looked down in thought. "Maybe…Paradox was right after all."

"They…love him?" Lilynette asked Starrk. "They love him?"

Starrk himself was speechless.

_How did you get Arrancar to fall in love with you? You must be something if you could pull that off, Ben._

Barragan had finally reached his boiling point.

"WHAT BLASHPHEMY IS THIS?" he roared. His spiritual pressure blasted throughout the area, drawing everyone's attention as they braced themselves. Gantenbainne had to hold Gwen and Kevin tighter so that they wouldn't be blasted away.

"WHAT BLASPHEMY IS THIS?" Barragan roared again. "HOW DARE YOU? HARRIBEL! HOW DARE YOU ALLOW YOUR FRACCION TO FALL IN LOVE WITH A HUMAN?"

Harribel said nothing. Though she did wonder how Barragan would take it if she revealed that she loved Ben as well. The same thought went through Nelliel's head.

"YOU WILL PAY FOR THIS BLASPHEMY!" Barragan roared. "ALL OF YOU WILL PAY! MEN, NONE OF YOU ARE TO RETURN TO ME UNTIL BEN TENNYSON, HIS FRIENDS, AND HIS LITTLE HAREM, ARE ALL DEAD!"

"Yes, Lord Barragan!" Findor, Poww, Nirgge, and Ggio yelled. "Your will shall be carried out!"

"About time," Kevin said. "Bring it on!"

Findor grinned. "Gladly." Suddenly he broke a chip of his mask remains. Kevin blinked.

"Huh?" he asked. In an instant, Findor was right in front of Kevin, his right claw raised to run Kevin through. However, Findor found himself blasted to the side by a blast of Gwen's mana. He caught himself with ease and looked at Gwen curiously.

"That is quite a power you have, Senorita," he said to her. "My compliments."

"Thanks," Gwen said coyly before shooting blasts of mana at Findor.

Lazily, Findor raised his right claw like a shield to his body. The mana blasts pelted his claw, but did nothing to blast him backwards.

"Come now, Senorita," Findor said to her. "Surely you are capable of more than that."

He was so busy focusing on Gwen, that stars suddenly burst into his vision when he felt something hard hit him in the back of the neck. He staggered forward and that gave Gwen the opportunity she needed to slam a fist of mana in Findor's face. The blow sent him flying backwards, but he stopped himself from hitting a nearby building that he was about to crash into. Shaking his head, he glared at the one who had hit him. Kevin, who had hit Findor's head with his sledgehammer fist, smirked.

"Not bad, Senor," Findor said. "But do not think you can pull the same trick again."

He suddenly appeared behind them. Gwen tried to throw up a mana shield but Findor shattered it easily with his claw. He would've gone in for the kill if Kevin hadn't grabbed Findor by his claw and threw him to the side. Findor easily caught himself and looked at them with an amused smirk.

"I do not know how measly humans obtained such powers," he said. "But I will show that no human will ever stand a chance against me."

He then broke off a bigger piece of his mask remains. He flew in with such speed that he struck Kevin right in the face and the young Osmosian fell of Gwen's platform. She got him with an arm of mana, but saw Findor coming right at her. She braced for impact when something else hit Findor, causing him to crash into a nearby building. Gwen saw Gantenbainne floating in the air next to them, his wrist knives out and ready to use. After Findor had crashed, Gantenbainne turned to look at Gwen and Kevin.

"You two, okay?" he asked them.

"I'll be fine once everything stops spinning," Kevin groaned as Gwen used her mana to yank him up.

"Be careful with that one," Gantenbainne said as Findor picked himself up out of the rubble. "He's got plenty of tricks up his sleeve."

"Yeah?" Kevin asked. "Well so do I."

"Hold on, Kevin," Gwen said to him. "We're not gonna get anywhere if we're both on this platform. We have no room to fight."

"What are you saying?" Kevin asked at her tone. "You want me to stay out of this fight?"

"I never said that," Gwen said. Next she got closer to Kevin and began to whisper something softly. Kevin was about to ask her what she was saying when Gwen suddenly pressed her lips softly to his. Kevin's eyes widened before he closed them in content.

"Hey!" Apacci yelled from where she was. "What are you doing? This isn't the time to be doing stuff like that!"

Kevin and Gwen separated and Kevin gave Apacci a smirk. He remarked, "Bet you wouldn't be complaining if you and Ben were doing it."

Just then, Kevin felt his body rising up. He looked down at his feet and realized he was levitating.

"How…?" he started to ask.

"I used a spell to help you levitate," Gwen explained to him. "Figures we'd have a bigger chance of fighting if you were able to move on your own."

"Thanks," Kevin said with a grin. "So, did you need the kiss to do the spell? Or did you just feel like kissing me?"

Gwen shrugged with a playful look in her eyes. Kevin's grin widened.

"If I may interrupt," Findor said suddenly appearing above them. "I believe we are having a battle."

Kevin grinned as he turned his hand from a sledgehammer to a mace.

"Bring it," he yelled.

* * *

Nearby, on a skyscraper, Pesche and Dondochakka were battling Nirgge.

"You little insects don't stand a chance against me," the green mammoth snorted at the two.

If he expected the two to cower before him, he would be sorely disappointed. It was as if a change had come over the two. No longer where they the sniveling cowards they used to be back out in the desert. What did they need to fear? Their Nelliel-sama had been restored! While they had thought it was better for Nelliel to remain in her child form so she would never have to fight, the two were still honored to be in the presence of the powerful warrior they had loyally followed. There was only one person they could thank for that.

"You intend to harm, Ben," Pesche said as he gripped his sword, Ultima. "If you do that, Nelliel-sama will be devastated. We will not allow anyone to hurt Nelliel-sama. Ben is our friend and we will not allow you to harm him either."

"Don't underestimate us, don't cha know?" Dondochakka agreed.

Undeterred by the two's resolve, Nirgge charged forward, determined to squash them flat.

What a surprise he got when Dondochakka smashed his spiked club into his face. Not only had the blow hurt, but it sent him flying over to the side. He went over the roof but managed to grab the edge in time before he could fall to the bottom. Nirgge was about to lift himself up when he saw Pesche flip through the air. Before he could defend himself, Nirgge yelled in pain as Pesche slashed him across his fingers. The pain caused Nirgge to instinctively let go of the edge. He yelled out curses to Pesche and Dondochakka as he plummeted to the ground below. The two former Fraccion listened to the satisfied crash of Nirgge slamming into pavement.

"Do you think we got him?" Pesche asked Dondochakka.

"Wrong!" Nirgge yelled, suddenly floating in front of them. He did not look happy "Don't underestimate _me_!" he snarled. The two panicked due to being caught off guard, but quickly composed themselves.

"So be it!" Dondochakka cried out.

Raising their weapons, the two charged forward, determined to win for Nelliel and Ben.

* * *

Redder was fighting with Vega. So far, Redder had the advantage in ranged attacks. He fired his Devorar Pluma, unleashing his powerful feathers at Vega. Vega quickly used Sonido to appear behind Redder to attack but Redder figured that Vega would do such a thing and spun around quickly. He fired his feathers as he did so, blasting Vega good. Angered that he had been hit, Vega shook off the pain and focused on Redder.

"Come on, Vega," Redder taunted. "Have you forgotten how many times you'd brag about that move in every sparring match? Didn't think I'd learn, did you?"

Vega growled before tilting his head forward at Redder. The teeth on his helmet suddenly aimed towards Redder and blasted off Vega's helmet like missiles. Redder tilted his body but still felt one of the teeth graze his side. Despite the tooth's size, he still felt a sizable gash on his side. He looked over to where the teeth had struck a building and saw that they had pierced the building. He turned around but saw Vega right in front of his face.

"I wouldn't have looked behind me," Vega said with a smug face as he slammed one of his squared-off blades into Redder's face. The blow had enough force that it sent Redder crashing into the building the teeth had pierced.

"I don't have time to waste with you," Vega said. "I've got to go kill Ben Tennyson."

He turned around to start looking for Heatblast when he felt something slam into him and wrap him in a constricting grip. He tilted his head to see Redder putting him in a hold. Within his beak-like mask, Redder smirked.

"Funny," he said. "I thought you off all people would never let his guard down, Vega."

Before Vega could say anything, Redder let him go only to grab Vega by the foot and throw him into another nearby building. Vega emerged from it furious.

"That does it, Redder! You are going down!" the Fraccion roared. "Remember what Ben said? Birds aren't cats' enemies. They're food!"

With that, the eagle and the tiger lunged at each other, both of them determined to finish each other off.

* * *

Heatblast, Apacci, Mila Rose, Sung-Sun, and Charlotte had landed on a skyscraper. Standing in front of them was Poww, who regarded them as if they were all insects.

"You disappoint me, Ben Tennyson," Poww said in that calm voice of his. "I did not think you needed so many helpers to fight one person."

Heatblast grinned. "They're just here to see me kick your butt."

"Are they?" Poww asked. "They are simply here to watch and nothing else? Then I suppose they will not mind if they see me rip your head from your shoulders."

Heatblast's grin widened. "Not gonna happen."

Instead of saying anything, Poww looked at Ben's group yet again. "If that is the case, then I guess I shall use my full power." He vanished.

"Huh?" Heatblast asked. "Where did he go?" He ran over to the edge of the skyscraper and saw Poww standing in the middle of the street. "What's he doing?"

Poww pulled out something. Heatblast couldn't tell what he was doing at first. It pulled out something that to Heatblast looked vaguely like a pocket knife. But then his eyes widened when suddenly a large katana came into view in Poww's hands. Poww held the katana horizontally and yelled, "Breath, Calderón!"

Charlotte's eyes narrowed. "Prepare yourselves!" he yelled to Heatblast and Harribel's Fraccion.

"What are you…?" Apacci started to ask.

Poww's entire body begins to swell rapidly as if he was a balloon. Before Ben's stunned eyes, Poww began growing…and growing…and growing. When he finally stopped, Poww had transformed into a gigantic creature with a tear-shaped body and stature similar to that of an ape or whale. His mask fragments disappeared and were replaced by a huge striped sac covering his chin that extended through his chest (resembling the inflatable throat of a baleen whale), while his arms and legs were covered with large black bands.

"Wow," Heatblast breathed. "He put on a few pounds."

Kevin and Gwen, sensing a disturbance, turned around and saw the gigantic Poww towering over many buildings.

"Call me Ishmael," Kevin said as he looked up at Poww. "Anyone got a harpoon?"

"So heavy," Poww said as he looked at himself. "But these are Lord Barragan's orders!" The now gigantic Poww looked down upon Heatblast and his companions. "Your defeat is inevitable, Ben Tennyson!"

Heatblast snorted. If Poww had hoped he would be intimidated by his giant size then he was in for a rude awakening. After going toe to toe with Yammy in Hueco Mundo, Heatblast saw Poww as just one big tub of blubber.

So what Poww got in response was a stream of fire to his now gigantic body. Normally, Poww's Hierro would have made him feel the attack like a tiny burn on his skin. Not this time. Heatblast was burning with the power of Ryujin Jakka in his body. His fire had increased tenfold now and boy was Poww feeling it! The whale-like Fraccion yelled in pain from the inferno. Poww raised a massive hand, ready to demolish the building Heatblast was standing on and him along with it.

"Ben!" Apacci yelled as she and the others used their spiritual pressure to float in the air.

Heatblast wasn't concerned. He ran to the edge of the roof and unleashed a blast of fire to propel him like a rocket. The blast lifted him off the building just in time as Poww's fist smashed into the building. The entire structure shattered by the giant whale's punch. Poww growled in annoyance when he saw that Heatblast had dodged him.

"Hey, blubber butt!" Heatblast's voice yelled from behind Poww.

"Hmm?" Poww slowly turned his body around to see where Ben was.

Heatblast was flying right up to his head. The whale like Fraccion tried to raise his hands but it was too late. Heatblast stopped his ascent right when he was at eye level with Poww. Just as he was starting his descent, Heatblast unleashed an inferno right in Poww's face. Or to be more specific, right in his eyes!

The giant Fraccion yelled in pain as he brought a hand to his eyes. After all, having a fire blasted right in your eyes would be painful to anyone. Heatblast, after getting such a boost from Ryujin Jakka, made the fire worse. The large Espada continued to yell out in agony. Tears poured from his eyes and he tried desperately to rub the pain away. With his other hand, he managed to swat Heatblast, who was now soaring through the air. The next thing he knew he was crashing through a wall and landing on a floor.

"Uh," Heatblast said as he lay on the floor of the room he had landed in. He rubbed his aching head, which hurt alongside his now aching body. His body was now setting fire to everything in the room. "Did anyone get the license plate of that bulldozer?"

"Ben!" a voice cried, snapping Heatblast out of his daze. He looked up from his lying position to see Apacci, Mila Rose, and Sung-Sun, who floated in front of the hole in the wall he had made.

"Ben, you must hurry," Sung-Sun said. "He's coming closer."

"Come out, Ben Tennyson," Poww taunted. "Have you decided to run away like the coward you really are?"

Heatblast growled in anger, causing the flames from his body to burn hotter. Forgetting about how his body was aching, Heatblast got back on his feet and ran towards the hole in the wall. The girls quickly moved out of the way as Heatblast rocketed himself through. Shooting fire out of his hands and feet, Heatblast flew to another skyscraper. Poww was looking for him nearby, but had noticed Heatblast for the moment. The skin around his eyes had become blackened from the flames that Heatblast had shot at him. Wasting no time, he rocketed all the way up to Poww's head. Only this time, he added more power to his flames, so this time, he flew on top of Poww's head.

"Yoohoo!" Heatblast called down. "I'm up here!" He then knocked on Poww's head for good measure.

Irritated, Poww raised a hand over his head and brought it down to try and squash Heatblast flat. However, Heatblast jumped off his head at the last minute so that the only thing Poww managed to hit was himself. Poww had put so much force into his arm that his blow made him smack himself face down into the ground where a giant crater formed on impact.

Having landed on a nearby building, Heatblast was rolling on the roof, laughing his head off. "Oh man, I can't believe he actually fell for that!"

Poww had gotten back up and he wasn't pleased.

"So you try to make a fool out of me, Ben Tennyson?" Poww asked. "I shall take great delight in destroying you."

He opened his mouth, and when I say opened, I mean opened. The guy's mouth had extended to a huge degree as a big green light formed in his mouth. Heatblast could immediately tell that it was a Cero and he wasn't sure if he could get out of the way in time. At that moment, Charlotte's voice ran out.

"Get away from Ben!" This caused Poww to stop his attack and turn around to see what was going on behind him. Charlotte was standing behind him, putting his hands in a heart shape and pointing it at Poww.

"Beautiful Charlotte Cuulhourne's Final Holy Wonderful Pretty Super Magnum Sexy Sexy Glamorous Cero!"

As soon as he got done saying that, Charlotte unleashed his Cero upon his former comrade. Heatblast noticed that Charlotte's Cero was a lot wider than any other Cero he had seen before. The blast struck Poww right in the face. If it had been fired at any other part of Poww's body, it would've done minimal damage, but since Charlotte had blasted him right in the face, it had to do some significant damage. Luckily the Pryonite took advantage of this distraction and leaped off the building in time. He used his fire powers to slow down his descent and landed safely on the ground. Charlotte and the girls all joined him.

"Thanks for the save," Heatblast thanked.

"You're welcome, Ben," Charlotte said with a smile. "The flames of your beautiful soul are too precious to be allowed to be put out by someone as ugly as Poww."

Heatblast cringed. Charlotte sure knew how to make compliments really disturb a guy. He looked over at Poww. The giant Fraccion hadn't moved since Charlotte had fired his Cero at him.

"Is he dead?" he asked.

Charlotte and the girls looked over at Poww, who was just standing there.

"Doubt it," Apacci admitted.

Mila Rose gave a more explanatory answer. "He took a Cero right to the face but who knows how much damage it actually did to him," she told Ben.

Heatblast cringed again. Charlotte noticed the distressed look.

"Do not pity him, Ben," Charlotte said. "He was trying to kill you. If I did not do something, we would have lost you."

Heatblast then noticed the girls all had looks of worry on their face. Apparently they didn't want to think about what would happen if Charlotte hadn't stopped Poww in time.

"He doesn't appear to be dead," Sung-Sun said. "But Charlotte's Cero did hurt him."

While he was relieved that Poww was still alive, Heatblast groaned at the thought that they would still have to fight this guy some more. He fell on his butt in annoyance.

Charlotte sighed, not sure what they could do against someone of Poww's size. Then an idea hit him. Way Big was the same size as Poww. Not only would they have even footing against Poww, but with Charlotte and the girls helping Way Big, they were sure to defeat him for the count. He was about to tell Ben his idea when he was interrupted by Sung-Sun.

"There is one technique of ours that might be able to help," she said.

Heatblast looked up at her with interest. "What is it?"

"The technique is easy to do," Sung-Sun told Ben. "But it's afterwards that's the difficult part."

"Huh?" Heatblast asked, one of his eyes adjusting to look like he was raising an eyebrow.

Apacci grimaced at Sung-Sun. "Do we have to do _that_?" she asked.

"If we want to end this quickly," Mila Rose admitted.

Apacci groaned. "Fine," she said.

Looking at each other in confusion, Heatblast and Charlotte watched as the three girls took to the air once again. Heatblast could see that something was wrong. Apacci was gripping her left arm tightly, Mila Rose had her broad sword on her left, and Sung-Sun's left arm was …twisting itself?

"Guys!" Heatblast yelled to them. "What are you…?"

He didn't get to finish his question because at that moment, Apacci yanked her left arm off, Mila Rose cut off her arm, and Sung-Sun's arm had twisted itself so much that twisted itself off her body. Heatblast fell onto his knees as he blew chunks. Sort of. Instead of vomit like he expected, it came out in the form of fire, scorching the ground badly. While it was a relief that he didn't need to worry about making a mess, Heatblast was still feeling queasy about what his friends just did.

"We apologize for this, Ben," Sung-Sun called down to him. "But it is the only way to perform this technique."

"What?" Heatblast asked, bringing his hands to his stomach in case he needed to fire barf again.

"Quimera Parca!" the three girls yelled.

Heatblast looked at them in confusion. Then he saw something happening to their discarded left arms. The arms were molding together. The strange mixture began to change and take shape. Spiritual pressure began building up all over the place. What in the world had the girls done? When it was over, Ben and Charlotte's jaws dropped.

"What…what is that thing?" Charlotte cried out.

Standing before them was a massive creature. It was bigger than Humongousaur but smaller than Way Big. The creature appeared to have a deer skull for a head, a massive muscular torso, a long black mane, deer legs, and a serpent's tail.

"Ben," Apacci said. "This is Ayon. Our pet."

"Your _what_?" Heatblast asked.

"Our pet," Apacci said. "But I still don't think we should've brought him out. He's repulsive."

Heatblast made a face. Apacci shouldn't call Ayon that. After all, Heatblast had his encounter of ugly creatures before. Vilgax and Aggregor were two prime examples.

"Don't worry," Mila Rose reassured Heatblast. "Ayon's strong. We thought it might be easier to wrap this up faster."

Heatblast opened his mouth to say more, but was interrupted by a rumbling sound. The gang turned to see Poww moving his body so that he could look down at them. He was about to comment about Charlotte firing that Cero in his face when he saw Ayon. The beast just continued staring off into space, as if he didn't even know Poww was there.

"So," Poww said as he continued to look at Ayon. "You have called upon some monstrosity to fight me."

"Uh," Heatblast said. "You're no prize yourself."

Poww ignored Heatblast and continued to stare down at Ayon. The beast did not move or anything.

"Ayon!" Apacci called. "Attack!" she ordered.

The chimera beast simply stood there, looking off into the distance. Heatblast looked at it confused.

"Something wrong?" he asked.

Apacci growled at Ayon. "Move it!" she yelled.

And still Ayon did not move.

"Is he asleep?" Heatblast asked.

Sung-Sun sighed. "As usual, he never responds to anything we say."

"What?" Heatblast cried.

"Well, we never did check to see if he had ears," Mila Rose pointed out.

"To see if he had…" Heatblast smacked his forehead. "Then what was the point of calling him out in the first place?"

Poww would have smirked if he wanted to. The girls had gone through all that trouble to call upon this abomination and it didn't even listen to them. Almost lazily, he raised an arm up to get rid of Ayon first. The creature finally moved by looking up at Poww as he raised his hand. Poww was prepared to squash him flat, but before Poww brought his hand down, Ayon appeared right in front of him and smashed a muscular fist into Poww's face. The giant Fraccion reeled back from the blow.

Heatblast just stared. His jaw was hanging open that any passing fly might go into his mouth. Of course the fly would have been incinerated if it did.

Apacci now smirked at seeing Ayon doing his job. "About damn time," she said.

That was short lived when one of Poww's hands swatted Ayon, sending the chimera crashing through at least two buildings from what Heatblast could see. Hearing loud thuds, Heatblast turned around to see Poww standing over them.

"That was a good punch," Poww said to them. "Pity it was not a real punch."

Poww raised his arm to smash them again. Heatblast looked around to see if there was any place they could escape to. If Charlotte and the girls used Sonido, they could get away. Heatblast couldn't do Sonido, so how could he escape?

That in turn reminded Ben of that speed move he did back at Las Noches. He was prepared to see if it worked again when…

"You shouldn't have done that," Mila Rose said softly.

"Hmm?" Poww paused in charging his Cero.

"You shouldn't have done that to Ayon," she told him. "He hates that."

"Aaaaaaaaaaaaaaaa!" a shattering wail boomed.

Quick as a flash, Ayon appeared in front of everyone. Despite having been thrown through several buildings, the chimera didn't look damaged at all. The creature roared again and this time Heatblast's eyes bugged out. The creature's mouth, apparently covered by its black mane, was way too big for that deer skull that served as its head. Then the antlers from the deer skull raised themselves and revealed a pair of eyes. With this revelation, the deer skull served more as Ayon's nose while its antler's served as its eyebrows. This only succeeded in making Ayon more disturbing looking than he already was.

Then something freakier began to happen. First, Ayon's right arm began to expand as it became bigger and more muscular. Then the rest of his body began to follow. The act reminded Heatblast of whenever he became Humongousaur. Now Ayon was bigger than he already was.

Poww was not impressed, however. After all, the creature was still nowhere as big as him.

"Do you believe that you can defeat me merely because your beast has gotten bigger?" Poww said. "I hate that you do not take me seriously, Ben Tennyson."

If Heatblast was gonna retort he didn't get the chance. Ayon had gone Hulk on Poww and began pounding his face nonstop. Despite lacking the same exact height as Poww, Ayon's strength could not be ignored. Especially since he did get a growth spurt and stronger than before. Poww didn't want to admit it but those blows were hurting him. He started to raise his hand to smack Ayon away again. Heatblast saw this and ran towards his hand.

"Oh no, you don't!" Heatblast yelled. He leaped aboard Poww's hand and unleashed a wave of fire on the Fraccion's fingers.

"Aaaaah!" Poww yelled. He raised his hand up and began shaking it as if it could make the pain go away. Only problem, Heatblast was still on his hand.

"Surprise!" Heatblast yelled before sending a stream of flame into the Fraccion's face again.

"Aaaaaah!" Poww cried again. His fingers had been scorched and his face got burned again. This of course allowed Ayon to continue his onslaught.

"Quick," Heatblast said. "While he's distracted, let's round this up in one shot." Focusing his power, Heatblast blasted himself upward in a tornado of flame.

"We're with you, Ben!" Mila Rose said. "Come on, girls!" She used her spiritual energy to follow Heatblast.

"Who put you in charge?" Apacci yelled. But she still followed.

Sung-Sun merely sighed as she followed them.

Charlotte chuckled as he followed Heatblast and the girls. "Perhaps young Ben's flames of passions were too hot for him to handle."

Meanwhile, Poww had finally gotten his head back in the game long enough so that he could pound Ayon into the pavement. The blow was enough to cripple many, but that Ayon just got back up as if he had landed on a bunch of pillows instead of hard concrete. Poww saw that this creature was nothing more than a wild and mindless beast. It would not stop until it killed or was killed. Poww was more than happy to help with the latter. Afterwards, he would take great delight in smashing Ben Tennyson for burning him.

"Hey, Shamu!"

Poww froze. It was the voice of Ben Tennyson. No! He was not going to be made to look like a fool this time. He opened his mouth and began charging a Cero again. He was not going to allow Ben Tennyson to live a second longer. He was going to blast that boy to smithereens.

When he turned around, he found a surprise waiting for him. Heatblast was floating in front of him, but so were Charlotte, Apacci, Mila Rose, and Sung-Sun. All five of them were charging up their own attacks: four Cero and a one big fireball.

"Beautiful Charlotte Cuulhourne's Final Holy Wonderful Pretty Super Magnum Sexy Sexy Glamorous Cero!" Charlotte shouted. That cry was pretty much the order to attack!

The others unleashed their attacks at the same time Charlotte fired his. The girls' three Cero and Heatblast shooting a vortex of flame joined with Charlotte's wider Cero. The five attacks all came at Poww.

The large Fraccion desperately fired his own Cero to counter the attack. The attacks collided with each other head on. While Poww's Cero was very big, Four Cero and a fire blast was more than enough to counter his attack. Their attack managed to overpower Poww's, but only by a small amount. So when the blast finally hit Poww, it did only minor damage.

"It's no good," Apacci cried. "We're too even."

"We'll beat him," Mila Rose encouraged. "No way are we going down because of this guy."

Heatblast snapped his fingers. "Try it again, I've got an idea."

Not knowing what Ben was thinking, the four began charging their Cero again. Noticing this, Poww created his own Cero again. This time after he fired his Cero, he was going to squash them all flat. Since he would be the one to kill Ben Tennyson, he would be honored by Lord Barragan as the greatest of his Fraccion. These thoughts went through Poww's head as he began charging his Cero.

However, before he could fire the Cero, he saw something above him. It was Heatblast!

"As much I miss being Heatblast," the Pyronite said. "I think it's time we ended this." He touched the Ultimatrix and transformed.

"Cannonbolt!" he yelled as he transformed into the ball like alien. Then he touched the Ultimatrix symbol again. His body had become grayish silver in color and stud like structures stuck out of his body plating.

"Ultimate Cannonbolt!" the new alien cried. He curled up into a ball and the studs turned into sharp spikes. Poww's eyes could only widen as Ultimate Cannonbolt began spinning wildly. Poww could not defend himself as Ultimate Cannonbolt slammed into his forehead.

The impact made Poww's head snap back and his Cero dispersed. This allowed the multiple Cero shot by Ben's team to slam down into Poww's body. The combined blast knocked Poww off his feet and sent him falling on his back into the ground. Just for good measure, Ultimate Cannonbolt went soaring down from the sky and slammed right onto Poww's face.

Charlotte and the girls were there in an instant. Ultimate Cannonbolt had created quite an impact when he landed. They looked to see if Ben was alright. At first, nothing happened. Then they saw a figure moving through the clouds of smoke and dust that had been made by the impact. As the figure got closer, everyone let out a breath of relief when they saw that it was Ben in the flesh. They rushed over to greet him.

"Are you alright?" Sung-Sun asked Ben.

"Whew," he said as he shook his head and put his hands on his knees. "Please tell me it's over now."

"He took four Cero at once," Mila Rose said. "That should have done it."

After taking a breath, Ben straightened himself out. He was about to ask if Poww was alive or not, but got interrupted by Ayon roaring. The creature seemed to be having a temper tantrum or something.

Apacci grimaced. "Great," she groaned. "Now that he's got nothing to fight, Ayon's having a fit."

"Ayon!" Sung-Sun called, hoping that the chimera would finally listen to them. "The fight's over!"

But Ayon ignored her. He began looking around, apparently for someone to fight. And who knew what would happen if he didn't get what he wanted.

"Ayon!" Apacci shouted. Ayon still didn't respond. "You stupid beast!"

"Ayon, calm down!" Mila Rose ordered but no effect. The beast was still going berserk.

Ben groaned. This was getting out of hand and they needed to stop Ayon. Ben considered going Humungousaur or Way Big to stop him, but had a feeling that it would make Ayon want to fight him. What else could he do? Shout to it like the others were doing? "Well," he said. "Here goes nothing." He brought his mouth to his hands and shouted. "Ayon! Stop!" Ayon turned its head right at that moment and looked down to see Ben. Then Ayon stopped. Ben gulped. "Okay this is either a really good thing or a really bad thing."

The girls were reacting a little different.

"Did…did Ayon just respond to Ben?" Apacci asked.

"How did he do that?" Mila Rose asked.

Ayon continued looking at Ben. _Probably seeing if I'm tasty or not. _Ben thought to himself. Slowly, ever so slowly, he reached for the Ultimatrix, afraid that any fast movements would make Ayon angry.

In the blink of an eye, Ayon used his Sonido-like technique to appear right in front of Ben. Ben jumped at the sudden closeness between them.

"Ayon, no!" Apacci and Mila Rose cried out. Sung-Sun's eyes widened in horror.

Charlotte took a fighting stance. Him doing so in such a ridiculous outfit was comical. Pity it was used in such a serious situation.

"Get away from him, you disgusting beast!" Charlotte yelled.

However, before any of the Arrancar could do anything, Ayon grabbed Ben and brought him up to eye level. Charlotte and the girls prepared themselves for when Ayon was going to hurt Ben.

Ben struggled but it was no good. Ayon's grip had his arms pinned to his sides. He couldn't reach the Ultimatrix. He nervously looked up at Ayon. Was he gonna squeeze Ben to death? Throw him into the ground? Rip his head off? Or was he gonna eat him? Ben's mind began racing with panic as Ayon brought his head closer to Ben.

_Seems he picked eating me. _Ben thought in horror as he closed his eyes and turned his head. _I never thought I was going out like this. _He waited, already imagining Ayon opening that mouth of his and Ben getting a whiff of Ayon's no doubt bad breath. Instead, he felt something hairy and rugged rubbing against his face. A strange, throaty noise reached his ears. Confused, Ben opened his eyes and turned his head only for his vision to be covered with thick black hair. At first Ben didn't know what was going on but realized that he had been pressed against Ayon's face. And that throaty noise suddenly sounded like a creature that was trying, and failing, at purring.

Ayon was…cuddling him?

"What are you doing?" Ben asked as he struggled to get out of Ayon's grip. "Knock it off! Let me go!"

Unfortunately, Ayon did not loosen his grip on Ben. Instead he grabbed Ben tightly with both hands and nuzzled him closer. This act of affection knocked the breath out of Ben's lungs and with Ayon's grip on him, breathing was becoming particularly difficult.

Apacci and Mila Rose's jaws dropped at the sight. Since Sung-Sun's mouth was being covered by her sleeve, it was hard to tell if her reaction was the same as her teammates. Ayon was supposed to be a powerful beast of destruction. What was he doing being like…like some overgrown dog? While they were grateful that Ayon wasn't hurting Ben, they had not expected Ayon to ever act like this.

"What is he doing?" Mila Rose asked after she found her voice.

"It appears to be cuddling Ben," Charlotte observed.

Apacci glared at Charlotte. "Well no duh!" she snapped at him. "We want to know why!"

Charlotte smiled at her. "Well this creature was made from the three of you," he pointed out. "The reason it doesn't listen to you must be because all three of you are rather stubborn and don't want to listen to each other."

Apacci and Mila Rose both gave him heated glares. Sung-Sun shook her head. Those two had no self control.

"But there is one thing that the three of you do share," Charlotte said, wagging his finger at them. "Your love for Ben."

Apacci and Mila Rose's heated glares turned into one of surprise. Sung-Sun looked at Charlotte curiously before looking at Ayon, who was still cuddling Ben.

"Ben!" she called to him. "Try giving him an order!"

Wheezing for breath, Ben turned to look at her. "Me?" he asked.

"Just try it!" Mila Rose shouted.

_Well. _Ben thought. _What have I got to lose?_ Drawing whatever breath he could, he shouted. "Ayon! Let go of me!"

In an instant, Ayon stopped his cuddling and let go of Ben.

"Aaaaaaaaah!" Ben yelled as he started falling down. But Apacci, Mila Rose, and Sung-Sun all caught him. "Thanks," he said dizzily as they helped him put his feet on the ground.

Apacci looked up at Ayon, who was looking at Ben like a dog waiting for orders. "I can't believe it," she said. "After all this time, we finally got him to listen."

"Technically it was Ben who did it," Charlotte pointed out.

"I know that!" Apacci shouted. "I don't need you pointing out the obvious!"

Straightening himself out, Ben looked up at Ayon. The hulking beast looked more like a curious puppy instead of the vicious beast he really was.

_Our shared feelings,_ Sung-Sun thought. Naturally she knew that this had to be hard for Ben. After all, having five girls after you would definitely make your head spin. Right now, they were all focused on defeating Aizen. However, afterwards the girls would hope that Ben would choose one of them as the special girl in his life. There was a high chance that each of them would do whatever it took so that Ben would pick them instead of the others.

What surprised Sung-Sun was the fact that Harribel-sama had fallen in love with Ben too. Apacci, Mila Rose, and herself had never predicted their leader falling in love. Not that there was anything wrong with that, it's just that she never thought that Harribel-sama would be interested in things like love.

_She probably wouldn't be if Ben had never come to Hueco Mund,. _Sung-Sun thought. Then another thought occurred to her. How fair was it for one of her own Fraccion to take Ben, and yet Harribel-sama would wind up with nothing? After all Harribel-sama had done so much for them for so long.

"It seems that fortune has blessed you," Charlotte said, putting a hand on Ben's shoulders and snapping Sung-Sun out of her thoughts. "You have power, women, and now you have a loyal pet."

Ben groaned. "Lucky me," he muttered. "Kevin and Gwen are never gonna let me live this down." His eyes widened. "Kevin! Gwen! We need to see if they need help!"

"Wait!" Charlotte said. "What about Poww?"

"Allow me," a deep voice said.

Everyone turned to see a large, armored man stand over them. Ben felt himself a little staring at the man's head, which was that of a wolf. Was this guy part of the species he had gotten his werewolf alien from by any chance?

Ayon growled at this newcomer.

"Easy boy," Ben said gently but sternly. Ayon looked over at Ben and Ben shook his head. Ayon instead merely looked at the wolf man. After studying Ayon for a minute, the man turned to look at Ben.

"Greetings, Ben Tennyson," the wolf man said to him. "My name is Komamura Sajin. It is an honor to meet the boy Paradox has spoken so highly of."

"Uh…thanks," Ben said, snapping out of it.

Komamura then brought his attention over to the Arrancar, who all became defensive when he looked at them. He studied them for a moment, then looked back at Ben.

"It seems that your allies are trustworthy, Ben Tennyson," he told him. "I shall trust them."

Ben nodded. "Thank you."

"I overheard that you wanted to help your comrades," Komamura continued. "Go. I will take care of this Arrancar."

Ben looked at him. "What are you going to do with him?"

Komamura looked at him. He already knew what Ben meant when he asked that.

"This Arrancar is a danger to all, young Tennyson," The wolf captain told him.

"So what? You're gonna kill him?" Ben asked. "He's already beaten so there's no need to kill him!"

"Are you going to kill us too?" Mila Rose asked Komamura, taking a battle stance.

Komamura looked at her. "No," he told her. "You are our allies. Why would I harm you?"

"We're not doing this for Soul Society," Apacci retorted. "To be honest, we could care less about what happens to you Shinigami. We're only doing this for Ben."

"And for that, I thank young Tennyson," Komamura said to Apacci but looking at Ben.

"And I say that the guy's already beaten," Ben pointed out. "So there's no need to kill him."

Komamura decided not to argue. There was no need to be at each other's throats when Aizen was who they needed to worry about. They would worry about any surviving Arrancar afterwards.

"Very well," Komamura relented.

Ben nodded. "Thank you," he turned to face the others. "Let's go everybody!"

Nodding, Charlotte and the girls followed after Ben. Ayon, seeing Ben leaving immediately followed after the group. His steps gave out loud thuds. Komamura watched as they went.

"That boy really is unique," he said to himself. "Perhaps we could all learn something from him."

* * *

Kevin, Gwen, and Gantenbainne were still fighting against Findor. Kevin admitted had to admit that the guy was a lot stronger than he took him for. Apparently the guy's mask served as a limiter to his strength. Every time he removed a chunk of his mask, he got stronger and he was proving it well. Findor was now a lot stronger and faster than he was before. As much as Kevin didn't want to admit it, Gantenbainne was a lot of help for them. He didn't how long he and Gwen would've lasted without the guy's help.

"How the mighty have fallen," Findor said to Gantenbainne. "You were an Espada once, Gantenbainne, but when more powerful Arrancar came into the picture, you were easily shoved aside like trash. Now you have reached the ultimate low by siding with a human."

Gantenbainne chuckled. "Low?" he asked. "I don't think so."

Kevin tried to sneak up on Findor and swung his mace hand down, hoping to bash Findor's head in, but Findor spun around and caught Kevin's arm with his right claw.

"Too slow, Senor," he said to him.

Gwen got him by wrapping Findor up with her mana and tossing him to the side. Gantenbainne took advantage of this and used Sonido to appear right beside Findor and slam a fist into his face. Findor shot backwards, but he was still holding onto Kevin. Seeing his opportunity, Kevin smashed his sledgehammer fist into Findor's face. Findor grunted in pain and let Kevin go. Findor rubbed his jaw before smiling at his three opponents.

"Amazing teamwork against me," Findor said impressed. He then gave a bow. "It is an honor to battle such resourceful fighters as yourselves."

Kevin found himself getting frustrated. Despite the fact that he could fly, he didn't have the speed needed to fight Findor evenly. Gantenbainne fired a Cero at Findor, causing the Fraccion to focus on him. Gantenbainne and Findor then used Sonido to take their fight to another part of the city.

"Kevin," Gwen said. "I'm gonna help. Stay here and wait for me."

"What?" Kevin made a face. "I'm not letting you face that guy without me, Gwen."

"He can attack us from a distance and you can only fight in close combat," Gwen reminded him. Kevin growled and turned his head. Gwen put a hand on his check reassuringly. "Don't worry." she told him. "I'll be fine." She gave him a kiss on the cheek before making her mana platform soar off to where Gantenbainne and Findor were fighting. Kevin wished he could do something but he knew that Gwen was right. Right now, all he could do was sit and wait.

"Be careful, Gwen," he said softly although Gwen was too far away now to hear it.

Findor turned his head and saw Gwen coming towards him and Gantenbainne.

"Hello again, Senorita," he told her casually as if he was talking about the weather. "Where is your boyfriend?"

"Gave him a break," Gwen said as she created mana around her hands.

Findor smiled. "I hope he will not be too heartbroken after you are dead, but he should not worry. He will be joining you soon after. After that, I shall kill Ben Tennyson and his little harem."

Gwen's eyes narrowed. "You're not laying a finger on Kevin or Ben!"

Findor's smile widened. "And are you the one to stop me, Senorita? I shall honor your fighting spirit," He shattered his mask yet again. Now all of that remained was a piece of mask that covered one of his eyes.

Gantenbainne knew he had to do something fast. At Findor's current state, he was too powerful for Gwen to battle alone. He would have no choice but to use his own released state. He was about to when

"Mind if I cut in?"

Findor couldn't react as blue lightning zapped him. Findor yelled in pain. Gwen took advantage and caught him with her mana and spun him around before flinging him off to Gantenbainne. The Privaron Espada leaped forward and punched Findor right in the face. The crab-like Fraccion went flipping through the air before finally stopping himself. Shaking his head to clear it, he glared over at where the lightning had come from. Gwen and Gantenbainne imitated his actions. On a rooftop, AmpFibian waved a tentacle at them.

"Hi guys," he said. "Miss me?"

"Ben!" Gwen called out, happy to see her cousin was okay.

Findor's only visible eye narrowed. "So you defeated Poww, Ben Tennyson? Very resourceful."

AmpFibian would have smirked if he could. "One down, three to go."

Findor frowned at Ben's words. "Just because you defeated one of us, does not mean you should underestimate us!"

If he had a mouth, AmpFibian would have smirked. "Bring it on,"

With that, the crab and the jellyfish lunged towards each other. Findor unleashed a blast of water from his pincer again. AmpFibian managed to dodge it and unleashed a blast of lighting at Findor. Prepared this time, Findor used Sonido to dodge the attack and appear right beside Ben. His pincer was raised to run AmpFibian through. Before AmpFibian could do anything to defend himself, someone decided to deal with Findor.

"Beautiful Charlotte Cuulhourne's Lovely Cutie Fanatic Aquatic Dynamic Domestic Thunder Punch!"

Findor couldn't defend himself as Charlotte came out nowhere and struck Findor in the face. The blonde-haired Fraccion went spinning in the air. AmpFibian took advantage of this and shot electricity from his tentacles. Despite being knocked for a loop, Findor wasn't too dazed to be a sitting duck. He regained his balance as the lightning came at him. He quickly ascended before the lightning could reach him. He pointed his right claw at AmpFibian and fired a Cero.

"Ben, look out!" Charlotte cried. He quickly grabbed AmpFibian by one of his tentacles and used Sonido for them to dodge the attack.

"You cannot run from me, Ben Tennyson," Findor bragged.

"Aren't you forgetting someone?"

Findor turned around just in time for Gantenbainne to slam his fist into his face. Furious, Findor raised claw and unleashed a barrage of Bala from his claw. Gantenbainne began using Sonido to dodge them but Findor was firing just too many. The Privaron Espada grunted in pain each a Bala slammed into his body.

"I am disappointed, Gantenbainne," Findor taunted as Gantenbainne became pinned down by the Bala barrage. "I expected more from a Privaron Espada."

"He's not who you need to worry about, Blondie,"

"Huh?" Findor turned his head just in time for a mace to slam into his chest. Due to his Hierro, it didn't hurt too much. But he was getting tired of being caught off guard all the time. He turned to face his latest opponent, Kevin, who had a smirk on his face. He then slammed a sledgehammer fist into Findor's face.

"Kevin," Gwen said. "I thought I told you to wait."

Kevin flashed her a grin. "You think I'm gonna let you have all the fun?" he asked.

"You call this fun?" AmpFibian asked.

Kevin shrugged. "Well it's fun for me." Suddenly his body started descending. "Hey! What's going on?"

"The spell must be wearing off," Gwen said. She reached out with her mana, grabbed Kevin, and placed on one of the rooftops before he could plummet to the ground.

His head turning and hurting from the blow, Findor analyzed the situation. He was being outnumbered and knew that if he didn't do something, he wouldn't stand a chance. He began firing water blasts all over the place. Strangely, Findor's attacks weren't hitting anyone.

"Man," Kevin said. "I must've hit you harder than I thought."

His grin was wiped off his face when several of Findor's water blast shot towards him. Instead of pelting him like he thought they would, the jets of water formed around him into a giant sphere of water.

"Kevin!" Gwen cried before she too became trapped in a water sphere.

"Hold on!" Gantenbainne shouted before he too was caught in the same type of sphere.

The three eyes widened when they realized the spheres were starting to shrink. If they didn't do something, they were going to be crushed. That is, if they didn't drown first.

"Findor!"

Grinning to himself, Findor turned around to see Charlotte and AmpFibian floating in front of him. AmpFibian glared at Findor as electricity crackled at the tip of his tentacles.

"Let them go!" AmpFibian threatened.

"I'm afraid that I cannot, Ben Tennyson," Findor said with a smirk. "Barragan has ordered us to kill you and your little team and I will not disobey my master like Charlotte and Redder have done."

AmpFibian growled in fury. He was about to attack Findor with all the electricity in his body when one of the water spheres exploded.

"What?" Findor cried, turning around to see what happened as mist rose from where one of the spheres once was.

Out of the mist came Gantenbainne in his released state Dragra. The Privaron Espada slammed a punch into Findor's stomach. The crab-like Fraccion doubled over. Gantenbainne then brought his hands together and brought them down on Findor's head.

AmpFibian on the other hand decided to go and rescue Gwen and Kevin. Good thing he was already in a water form. As fast as he could, AmpFibian shot through the water spheres, pulling Gwen and then Kevin out. After he did so, he brought them to another skyscraper. Both began spitting out water and taking gulps of air.

"Thanks, Ben," Gwen said weakly to AmpFibian.

"Yeah, your timing in impeccable, Tennyson," Kevin said dryly.

"Do you even know what 'impeccable' means?" AmpFibian challenged.

"What about Findor?" Gwen asked. She looked over to where Findor was locked in battle with Charlotte and Gantenbainne.

"No worries, Gwen," AmpFibian told her. In a flash of green light, he turned back to normal. "I've got it covered." With that, he flew off to the battle.

Findor didn't like the odds. Even with Gwen, Kevin, and Ben out of the way, he was still locked in a tough fight. Especially since one of his opponents was just below the power of an Espada.

"I'm back," a voice called. Findor frowned. Of course Ben Tennyson would return. Findor finally decided that he had enough. He was going to be overpowered and most likely killed if he did not get out of here. All he could hope to do now was get down on all fours and beg Barragan forgiveness until his throat became hoarse.

That was his intention anyway. Only he didn't get to because he suddenly found himself wrapped up in AmpFibian's tentacles.

"Sorry, Findor," AmpFibian said to him. "But you just have an electrical personality."

Before Findor could even struggle, AmpFibian unleashed electricity from his tentacles. The Arrancar yelled in pain as the electricity surged through his body.

"Or was it me?" AmpFibian asked. "I can never remember."

When AmpFibian finally released Findor, his body was smoking and his skin was slightly darkened. AmpFibian made sure not to overload Findor because he refused to kill him despite the fact that Findor was more than eager to kill him. With all that wattage, Findor collapsed. Holding him, Ben carried Findor over to one of the skyscrapers and put him down. He could hear faint breathing coming from Findor and let out a sigh of relief. He had been afraid that he had put too much jolts into his attack and had possibly killed him. Letting out another sigh of relief, Ben turned back to normal.

"Nice move, Ben," Gantenbainne said as he landed next to Ben.

Charlotte, who had landed alongside him, nodded in agreement.

"Well," Ben said to them as he turned around. "Two down and two to go."

Charlotte nodded. "Parduoc and Vega," he said.

The three became alerted to a crashing noise nearby. The three looked at each other before running to the edge of the roof to see what had happened. Something had crashed into one of the buildings nearby and apparently destroyed the inside of the building by the sound of it. Then the roof of the building blew apart. Soaring out of the building was Redder and Vega. The two seemed intent on clawing each other out.

"There's Vega," Ben said as he activated the Ultimatrix again. He switched the dial to Jet Ray and slammed it down.

"Terraspin!" Ben different into a different form instead of the one he'd chosen. Terraspin groaned when he saw what had happened. "Just when I thought you were finally working right." Deciding to make the best of it, Terraspin leaped into the air, tucked his body into his shell, and used his wind powers to carry him over to where the two were fighting. "Surprise!" Terraspin yelled as he came down. Redder and Vega looked up in time to see Terraspin slam his shell into Vega's body. The two went plummeting into the ground below where they left a fairly sized crater. Redder flew down to the ground after watching the whole thing.

"What was that for?" Redder asked in annoyance. "I was fighting him, Ben!"

Terraspin got up out of the crater. The crash had left him a little wobbly. "Are we really having this argument?" he asked as he brought one of his flippers to his head.

Terraspin suddenly got kicked in the back and got sent flying forward and slamming into the ground. Groaning, he turned to see Vega standing back up. And he was mad.

"Think you can make a fool out of me, Ben Tennyson?" Vega roared. "I'll teach you to do that!"

Vega raised his right blade into the air. It began to glow with spirit energy. "Tigre Estoque El Sable!"

Terraspin and Redder covered their eyes as Vega became engulfed in spiritual energy. His body started to become bigger and more muscular. In this form his muscle mass increased greatly with the white parts of his original look now a brown color. He gained a small blond mane around his neck. His entire forearms and hands were replaced with large blades. While the red stripes on his face became more prominent with a widows peak running down the bridge of his nose. Even his braid becomes longer. His veins prominently popped over his new form.

"This is the battle form of Tigre Estoque!" Vega boasted. "You two are finished."

Redder grinned behind his beak like mask. "Now you're talking!" he cried.

Terraspin narrowed his eyes. "This looks like a job for Humongousaur." He touched the Ultimatrix dial again. In a flash of light he became…

"Armodrillo!" he cried out. He looked at himself. "Uh…ooookay. Armodrillo can work."

Vega grinned. He wasn't particularly worried about Armodrillo. He was bigger than the alien anyway. He raised his arm blades. "Time to die, Ben Tennyson!"

"You know," Armodrillo said to him. "You seem a little _shaken _up." He put his hands on the ground and unleashed seismic tremors. The earthquakes caused Vega to lose his balance. That was all Redder needed to attack. He flew up into the air again and unleashed a storm of his powerful feathers down upon Vega.

Vega saw the feathers coming and brought up his arms to defend himself. He felt the feathers pound against his skin but held firmly. Unfortunately, he had left himself wide open for Armodrillo. The gladiator-like alien leaped forward and knocked Vega to the ground. Redder stopped his attack so as not to hurt Ben in the process. Truth be told, Redder was annoyed that Ben had to go and take his opponent away. But hey, he owed the kid that much.

Armodrillo and Vega engaged each other in a wrestling much. While Vega had become bigger and more muscular, Armodrillo was far from a slouch in the strength department. The giant armadillo-like alien slammed one of his fists into Vega's stomach. Vega doubled over, allowing Armodrillo to punch him in the face. Since Vega's head was the only part of his body that hadn't grown the tiger Fraccion saw stars and his head now had a killer migraine from Armodrillo's fist. Anger soon overcame pain as Vega shot forward with both of his arm blade. Armodrillo was shocked as he felt the arm blades pierce his armor. Armodrillo cried out in pain while Vega sneered at Armodrillo.

"What's the matter, Ben?" Vega mocked. "Don't like pain?"

He dug his blades deeper into Armodrillo, causing the large alien to cry out more.

"Ben!" Redder yelled. He prepared to dive bomb Vega.

But Armodrillo was not out of the game yet. He grabbed Vega's arm blades with both of his hands. Vega thought that Ben was going to pull the blades out so he prepared to run Ben through entirely. Instead of pulling the blades out, Armodrillo activated his tremor powers. Vega felt his body being shaken to his core. Tightening his hold on Vega's arm blades, Armodrillo focused more on his powers. Now Vega was shaking so badly that his body was now nothing more than a blur to the naked eye. Seeing that Vega was too shaken up to do anything, Armodrillo yanked Vega's blade hands out of his body, pulled his arm back, and punched Vega right in the gut.

Vega flew backwards and slid across the concrete ground. Dazed for a moment, Vega got back up to his feet. He began charging a Cero.

"Try dodging this, Ben!" Vega yelled as he fired his Cero. This had to be it. Ben's current form was too big and slow to dodge something like a Cero. Not to mention that there was no time for Ben to turn into something else to save himself.

When the Cero cleared, there wasn't a trace of Ben anywhere. Vega frowned. Had the Cero vaporize him? There was no way a form that big could've dodged his Cero. He also knew that Ben couldn't have become a different form.

That's when Vega's eyes landed on a gaping hole in the ground where Ben had once stood.

"He's under…" Vega started to say until Armodrillo shot out of the ground underneath him. Vega only had time to look down before Armodrillo's fist collided with his face. The blow sent Vega soaring up into the air.

"Allow me!" Redder shouted to Armodrillo. He shot forward like a bullet and slammed into Vega. The two collided into the ground.

Redder thought he got Vega, only to feel Vega pierce one of his wings. He yelled in pain and tried to retaliate but Vega struck him across the face with the flat side of his other arm blade. The blow sent Redder sprawling to the ground. Redder started to get back up but Vega beat him there and placed a blade at Redder's neck.

"I'll take care of your first, traitor," Vega said with glee.

"Did you forget about me?"

Vega barely had time to turn as Armodrillo tackled him. Vega mentally hit himself. He had been so busy dealing with Redder that he had forgotten about Ben. Furious, he used his legs to kick Armodrillo off him and spun around to face him. Except that Armodrillo dove into the ground again. Refusing to be caught off guard again by Armodrillo's tricks, Vega used his spiritual pressure to lift himself upward. Instead, he got attacked by Redder.

"Heh," Redder said after punching Vega. "You're not safe anywhere you go, Vega. Not on the ground or in the air."

Vega glared daggers at Redder. "Don't underestimate me, Redder!" he shouted.

"What about us, Vega?"

Vega turned around to see Gantenbainne and Charlotte standing there in the air behind him. Charlotte had a wicked smile on his face but Gantenbainne just looked at Vega coolly.

Down below, Armodrillo had heard this. "The cavalry has arrived," he said, relieved that they might be able to wrap this up quickly.

"I'll handle this," Charlotte said to his teammates.

Vega snarled. "What?" he asked. "You don't think I can take on the three of you by myself?"

Charlotte's smile widened. "Not really."

Vega prepared to attack, but Charlotte appeared right in front of him. His smile never left his face.

"Rosa Blanca."

Down below, Armodrillo had become anxious. He didn't hear the sounds of battle like he thought he would. Deciding that it was time to get airborne, Armodrillo touched the Ultimatrix symbol. In a flash of green light, he turned into Jet Ray.

"Oh, now you work right," Jet Ray muttered as he took off into the sky. "Hey guys, what happ…huh?"

Floating there in the middle of the air was what appeared to be a gigantic black thorn bush.

"What is that?" Jet Ray asked.

"Rosa Blanca," Redder explained, "One of Charlotte's moves."

"Eh?"

"Charlotte decided to fight Vega by himself," Gantenbainne told Ben.

"Well shouldn't we help him?" Jet Ray asked.

Redder shook his head. "He'll be fine."

Jet Ray sighed. Oh well. If Charlotte could handle this, then he'd let him.

"Well, we got Poww, Findor, and now Vega," Jet Ray said. "Only one left. Nirgge."

"I sense him," Redder said. "Come on."

Nodding, Jet Ray flew after him. As he did, Jet Ray began thinking.

_Where are Ayon and the girls anyway? I thought they were right behind me. And where are Pesche and Dondochakka? I thought they had wanted to fight too. Are they fighting Nirgge?

* * *

_

Nirgge was pleased. Those two insects had put up a good façade of bravery, but in the end they were nothing but cowards. He was currently chasing them around. Their battle had left the skyscraper and had wound up down in the streets below. He had begun a game of leaping into the air and seeing if he could fall on top and them and squash them. So far the two had managed to avoid getting squashed. There was that one time when the one that actually did look like an insect, Pesche, had fired some kind of liquid out of his mouth. The liquid had caused Nirgge to lose his footing and fall flat on his butt. Instead of taking the advantage and attacking like they should have, those two idiots just kept on running. Nirgge was getting closer with each jump so he knew that it was only a matter of time before he got rid of those two eyesores for good.

"Faster, Dondochakka!" Pesche screamed. "He's getting closer!"

Nirgge smiled as he heard the panic in Pesche's voice. He leaped into the air again and brought himself down again. Another gigantic hole was made as he smashed through the concrete. He repeated this again and again and again. Pesche and Dondochakka thought they could lose Nirgge by running into an alley way. They kept running until a brick wall was in their way. Nirgge's smile widened. Those two were trapped like the rats they were. That Dondochakka guy could probably smash through the wall with his club, but apparently the guy was too stupid to realize that.

"I've got you now," Nirgge said as he got closer to them.

Immediately his two opponents stopped shaking and looked at each other. Then they calmly looked at Nirgge.

"Sorry, Nirgge," Pesche said. "But you fell for it!"

Nirgge looked at him. "What?" he asked.

"We pretended to be afraid, don'tcha know?" Dondochakka told him.

"And now we've got you right where we want you!" Pesche and Dondochakka struck dramatic poses when they said this.

Nirgge laughed. "Right where you want me?" he asked amused.

"Yes," Pesche said to him. "Behold our true power!"

Pesche leaped into the air and landed on top of Dondochakka's head.

"Hmm?" Nirgge said to himself.

Pesche got down on one knee and held his blade horizontally. Dondochakka opened his mouth wide. At first, Nirgge thought they were trying to intimidate him by striking their ridiculous poses. But then he noticed something. A yellow ball of light was forming in front of Dondochakka's mouth while a purple ball of light formed in front of Pesche. It was obvious that the attacks were Cero. They were doing something weird, though. The two Cero, still in charging form, were drifting away from the two former Fraccion.

"What is this?" Nirgge asked. "Some kind of trick?"

The balls of light floated away from Pesche and Dondochakka and came together into one big ball of yellow and purple light. Nirgge's eyes widened. The two had combined their Cero!

"Cero Sincrético!" Pesche and Dondochakka yelled at the same time.

The yellow and purple ball of light blasted itself as a gigantic Cero right towards Nirgge. The larger Arrancar could do absolutely nothing as the Cero Sincrético hit him head on. The result was a powerful explosion. Nirgge didn't stand a chance.

Pesche climbed down from Dondochakka's head instead of leaping off. Both he and his comrade were panting heavily. Using their Cero Sincrético took a lot out of them to the point of collapsing. With effort the two looked over as the smoke began to clear. Nirgge was lying on the ground, his skin was smoking, and he was not moving at all. If he wasn't dead, the two former Fraccion desperately hoped they had defeated him at least because they were in no condition to fight him anymore. When Nirgge didn't get up, the two were sure that they had at least defeated him.

"We…we did it," Pesche said between pants.

"We…we did," Dondochakka agreed.

"Nelliel-sama…," Pesche said. "Nelliel-sama will be so pleased."

"We…we should get back," Dondochakka said to him.

"We will," Pesche told him as he panted. "But first…let's rest. I'm sure….I'm sure the others can take care of this."

And so, the two friends sat down in order to catch their breath. At the moment, that was all they could do. And hope that Ben and the others could take care of the rest. But as they thought, something occurred to Pesche.

"Dondochakka," he said to him.

"Hmm?" his friend responded.

"Do you think Nelliel-sama has feelings for Ben?"

Dondochakka blinked at that question. Since he didn't say anything, Pesche began explaining.

"Nelliel-sama really liked Ben back when she was a kid. I thought it was because she saw as a brother like she saw us. But…what if it's something else?"

Dondochakka was still quiet. At first Pesche thought that his friend had fallen asleep but decided to keep talking just in case.

"She's happy whenever Ben's near her," he said. "Having spent so much time with Nelliel-sama, I can understand her body language. It's looking pretty much like she's in love with him."

"That's wonderful, don'tcha know?" Dondochakka cried out despite being exhausted. The action startled Pesche and caused him to jump up. But his exhausted body caused him to fall over on his back. "They would be so wonderful together!"

"I know," Pesche said with a nod. Then he stiffened. "There's just one little problem. Those other girls said they love Ben, remember? One of them might steal Ben away and ruin Nelliel-sama's happiness."

"We can't allow that!" Dondochakka said, pumping his fists.

"No we cannot," Pesche said, pumping his fists as well. "Nelliel-sama has been through so much for too long. She deserves to have true happiness after all Nnoitra and Szayel put her through. If Ben makes her happy, then darn it she deserves him. What do ya say, Dondochakka? Are you with me?"

"I'm with you, Don'tcha know?" Dondchakka replied, slowly getting up to his feet.

"Alright!" Pesche cried. He and Dondochakka struck dramatic poses. "From this moment forward, we shall not rest until Nelliel-sama and Ben enjoy their happiness together!"

Right after he said that, the two former Fraccion fell flat on their stomachs.

"Right after a quick nap," Pesche managed to mumble before slipping off into sleep land.

"Pesche! Dondochakka!"

Instantly Pesche and Dondochakka jumped up in fright. They looked in the direction of the voice to see Redder and Jet Ray flying towards them.

"Ben!" the two cried happily.

Redder noticed the fallen Nirgge. "_You_ _two _beat him?" he asked.

Pesche and Dondochakka glared at him. "Of course we did," Dondochakka said. "We're Nelliel-sama's Fraccion, Don'tcha know?"

"We may not look it," Pesche told him. "But we're strong."

Well to be perfectly honest, even Ben had his doubts that the two could actually fight. But seeing Nirgge lying on the ground proved it.

"We've beaten the other three," Jet Ray told them. "Come on."

"Right!" Pesche and Dondochakka cried but then the two wobbled.

"Uh, Ben," Pesche said. "Could you give us a lift? We're kinda tired from our fight."

"Sure," Jet Ray told them.

Redder made a face. "What?" he asked, clearly not liking the idea of carrying the two rather weird looking Arrancar.

"Come on," Jet Ray told him.

Redder groaned. "Fine," he said.

Pesche immediately jumped onto Jet Ray's back while Dondochakka was picked up by Redder. Together, the four of them flew off.

"Now we know where Pesche and Dondochakka are," Jet Ray said to himself. "But where are Ayon and the girls?"

* * *

"What's going on, Sung-Sun?" Apacci asked.

"Why aren't we helping Ben?" Mila Rose demanded. "Why did you take us away from the fight?"

Sung-Sun had dragged Apacci and Mila Rose back while Ben and Charlotte had gone ahead. Sung-Sun still hadn't explained why she had held them back yet. Looming with them was Ayon, who at least recognized them as people affiliated with him. Not to mention that Ben had ordered him to stay with the girls.

"Ben will be fine," she told them. "We all know he can take care of himself."

"That still doesn't explain what we're doing here." Apacci pointed out.

"It's about Ben," Sung-Sun told them.

The two girls blinked. They looked at each other and then back at Sung-Sun.

"What about him?" Mila Rose asked.

Sung-Sun sighed. She wasn't looking forward to this but she felt that it was the right thing to do.

"I believe we should accept that Ben will never feel the same way we feel for him," she said quietly.

"What?" Apacci yelled. "You don't know that!" she yelled.

"It seems rather clear," Sung-Sun replied. "Ben cares about us deeply, but I do not believe he will ever love us the same way."

"He might!" Mila Rose shouted. "Just because Ben isn't the type of guy who wants a harem doesn't mean he's not interested in any of us!"

"Have either of you stopped to consider how Ben is feeling?"

"Of course we do!" Apacci retorted. "He said he was confused and that he needed time."

"And has it occurred to either of you perhaps none of us deserve Ben to begin with?" Sung-sun asked them.

"What?" Apacci asked. "What kind of question is that?"

"Is that your plan, Sung-Sun?" Mila Rose accused. "Are you trying to tell us that we're not good enough for him so you can take him for yourself?"

"I mean that we are being selfish by trying to take Ben for ourselves when someone else clearly deserves Ben more than we ever will," Sung-Sun corrected. "And I believe that he deserves her more than he deserves us."

"Who?" Mila Rose demanded. "Who?"

Sung-Sun looked at her calmly. "Harribel-sama,"

Immediately Apacci and Mila Rose fell into shocked silence.

"Do you remember what it was like back when we were Adjuchas?" Sung-Sun asked. "How Harribel-sama found and taught us to work together and defend ourselves? She took us in like a mother."

Apacci and Mila Rose both nodded. They remembered their days as Hollows very well.

"Since then, we have devotedly followed Harribel-sama," Sung-Sun continued. "We would never abandon her for anything. We stayed by her side all this time. Now, things became better when Ben came. Able to interact with a human, I saw him as someone special. We all have."

The two didn't say anything. They just remained quiet at her words.

"Harribel-sama has done so much for us," Sung-Sun pointed out, "And she has never gotten anything in return. I say that because us becoming part of Aizen's army was nothing more than him manipulating us. Don't the two of you think that it's Harribel-sama turn to receive happiness?"

The girls looked at the ground, shifting uncomfortably.

"And Ben," Sung-Sun told them. "In all our existence, we believed males to be disgusting, wretched pigs, aside from Aizen for a while. I can imagine your surprise, as it is no different from my own, at how different Ben was compared to the other men in Hueco Mundo. Curious, we became drawn to Ben. We felt things that we never thought we would ever feel and we did not mind. We know he cares about us. Do you not remember how he battled Nnoitra, not once but twice? Not out of power or personal vengeance, but because we were in trouble. He was willing to sacrifice his own life just to keep us safe. Even when Ben learned the truth about what we really were, did he abandon us? Treat us as monsters? Hate us for not telling the truth? No, he remained with us despite the fact that he had every right to feel those things. Doesn't this prove that Ben and Harribel-sama belong together? They have done so much for us. Why aren't we doing everything we can to make them see it?"

Now Apacci and Mila Rose had pits in their stomachs. Sung-Sun had a point. Several points actually. Harribel-sama had done so much for them and had in fact didn't ask for anything in return. She was so selfless. She did deserve happiness and it was obvious that Ben was the only one who truly made her happy.

"Please," Sung-Sun pleaded with them. "Please, let us do this for Harribel-sama. We all love Ben but…I really believe that Harribel-sama deserves to be with him."

The other two sighed as they looked at the ground. Sure they each wanted a chance to be with Ben. But…how could they be so selfish and not think of Harribel-sama?

"You're right!" Apacci said after a moment. "Those two are perfect for each other."

"They balance each other," Mila Rose agreed, though she was a little hesitant. "How could one not see how well they go together?"

Sung-Sun smiled. "Thank you both. I know this is hard. It's hard for me too. But I believe that they deserve each other after all they've been through."

"But don't forget that Nelliel also loves Ben," Mila Rose pointed out. "She may try to claim him for her own."

"Like we'd let that happen," Apacci said.

Mila Rose nodded. "Got that right," she said. "So the three of us are not going to rest until Harribel-sama and Ben are together."

Sung-Sun smiled. "Come on, girls," she said. "We need to head back."

Sensing that they were leaving and probably heading to wherever Ben was, Ayon got up and followed them to wherever it was they were heading.

* * *

Jet Ray, Pesche, Dondochakka, and Redder made it back up to the rooftops. The others had gathered onto one skyscraper. The Rosa Blanca was gone and Charlotte stood over a fallen Vega. Charlotte placed him alongside Findor. Upon being defeated, both of them had gone back into their sealed states. When the four landed, Ben turned back to normal.

"Don't worry, Ben," Charlotte said as he looked over at Ben. "I did not kill him. I knew that you would not want me too."

"Well done, Ben,"

Everyone turned to see Harribel and Nelliel suddenly standing in front of them. Nelliel smiled at Ben.

"You did great, Ben," she said softly. Ben smiled sheepishly.

"Hey!" Kevin interjected. "We helped too."

Nelliel turned her smile over at Ben. "I know you did, Kevin," she said. "Thank you."

Harribel looked among the group. "Where are the girls?" she asked.

"We're here, Harribel-sama."

Everyone's attention was drawn when Apacci, Mila Rose, and Sung-Sun appeared.

"What happened to your arms?" Gwen asked, gaping in horror.

"And what is that?" Kevin asked, pointing behind the girls.

Now everyone's attention was focused on Ayon.

"That's Ayon," Ben told Kevin. "He's their pet."

"Their what?" Kevin asked.

"It's true," Mila Rose said. "But he only listens to Ben."

Kevin made a face as he looked up at Ayon again. "I'm not housebreaking him."

Gwen sighed. This was getting out of hand. First Ben went missing, and then it turned out that he was fighting a war with dead people, and then she found out five different girls loved him at once, and now this giant beast that would only listen to Ben. After all this was over, Gwen was in the mood for a vacation, a long vacation.

Meanwhile, Pesche and Dondochakka were looking back and forth between Ben and Nelliel. Determination filled the two.

_Ben. Nelliel-sama. We'll do everything to make sure you are happy together._

On the other hand, Apacci, Mila Rose, and Sung-Sun were looking back and forth between Ben and Harribel. One thought was in all three of their minds.

_Ben. Harribel-sama. We'll make sure that you two are happy together._

Ben shivered.

"Is something wrong, Ben?" Gwen asked, seeing him shiver. "Are you cold?"

"No," Ben admitted while looking puzzled. "I just had this weird feeling."

"Hmm," Gwen said as she tapped her chin in thought. "I wonder what it could be."

* * *

The Gotei 13 had watched as much as the battle as best they could. While they only saw Ben as AmpFibian and Terraspin, they sensed that Ben and his team had defeated all of Barragan's Fraccion.

"How did he do that?" Omaeda asked. "How did that wimp become those different creatures? How did he beat those Arrancar? How did…"

"Maybe if you would stop snacking all the time," Suì-Fēng snapped at him. "You would have paid attention to what I told you about him."

Omaeda whimpered. "Sorry, Taicho."

"That Ben really is something," Matsumoto said with awe. "But it wasn't that much of a surprise. After all, he did beat you, Taicho."

Hitsugaya made a face. "Are you still going on about that?"

"I can't help it, Taicho," Matsumoto said with a pout. "You were helpless against him."

A tick mark formed on Hitsugaya's head. "He didn't beat me, Matsumoto."

"But you couldn't do anything to him, Taicho," Matsumoto pointed out, knowing full well that she was getting on her captain's nerves. So she decided to keep going with it. "You know, he is pretty cute. I might take him for myself."

"Matsumoto!" Hitsugaya yelled.

Kyoraku and Ukitake both chuckled.

"But you have to admit," Ukitake said. "Tennyson-san is exactly how Paradox-san said he was. The boy is amazing."

Kyoraku nodded in agreement. "He's a good kid. And he's got a good head on his shoulders. Who knows? We could learn a thing or two from him."

Even if he wouldn't say it aloud, Yamamoto had to admit that he was impressed. However, there wasn't time to celebrate. They still had the two remaining Espada to deal with. Not to mention Aizen, Gin, and Tōsen.

The battle has only just begun. Yamamoto thought to himself. _You better be ready for this, Ben Tennyson.

* * *

_

Barragan was beyond furious. Why? Why did Ben Tennyson continue to exist? It was if fate itself had somehow made it that the boy couldn't be beaten. Well no longer would fate defy Barragan. He was the god of Hueco Mundo and his will would be carried out. His spiritual energy skyrocketed in his fury, drawing everyone's attention towards him.

"YOU HAVE MADE ME ANGRY, BEN TENNYSON!" Barragan yelled.

Ben smirked. "What? And you weren't mad before?" he asked.

Barragan looked like he was about to pop a blood vessel.

"I WILL TAKE GREAT PLEASURE IN KILLING YOU, BOY! YOU WILL REGRET THE DAY YOU EVER SET FOOT IN HUECO MUNDO!"

Ben sighed dramatically. "How many times have I heard stuff like that before?"

Barragan didn't think his body could tremble with rage anymore than it could be.

Nearby, Starrk sighed.

"Guess I have to start fighting too," he said. "What a pain."

Lilynette kicked him angrily. "Shut up! Aizen-sama's counting on you so don't you go and blow it, Starrk."

Starrk sighed again. "Fine," he said.

_Sorry Ben. _He thought glumly. _I was really hoping we could've been friends._

Barragan reached into his throne and yanked out a gigantic battle ax. He lifted it up easily with one hand.

"BEN TENNYSON!" Barragan yelled. "PREPARE TO DIE!"

**End of Chapter.**

**Well, I hoped you liked it. As you can see, I narrowed down the Harem into a love triangle. I don't know if I'll be able to fix the relationship problem in this story. But if I can't, then I'll definitely fix it in the sequel.**

**See you all next chapter!**


	14. Karakura Battle Part 2

**Disclaimer: **I do not own Ben 10 and Bleach

**Okay, just a heads up guys. The fight scenes aren't all that good in this chapter. But I hope you still like it.**

**Also, I have placed a poll on my profile. The poll will decide which other Ben 10 crossovers you'd like to see first alongside Bleach: Ultimate Alien. That would make things easier.**

Karakura Battle Part 2

It was a face off between Ben's group, the Shinigami, and the two remaining Espada. Baraggan was looking at Ben with a psychotic look in his eyes. Starrk looked as bored as usual. Lilynette on the other hand was glaring daggers at Ben, as if this was his entire fault.

Ben stood with his arms crossed and a confident smirk on his face as Baraggan, Starrk, and Lilynette appeared in front of his group.

"Give it up, Baraggan," Ben said to the Segunda Espada. "You're outnumbered."

Baraggan merely looked down at Ben. "Numbers mean nothing to me, Ben Tennyson." Baraggan said to the Primera Espada, "Starrk, Ben Tennyson is mine to kill. Take care of anyone else if you want but the boy is mine."

Starrk looked over at Baraggan then he looked over to at Ben. As their eyes met, Ben couldn't help but remember Starrk's words back at Las Noches.

_Sorry it had to come to this, Ben. I was kind of hoping we could have been friends._

Ben opened his mouth but was interrupted by what sounded like a gust of wind. Ben and his group found themselves surrounded by the Gotei 13. The only one absent was Komamura, who was still guarding Poww.

"Hi, Ben!" Matsumoto chirped when she saw him. "It's so nice to meet you."

Ben looked over at Matsumoto and saw that she had bent her body forward a bit so that he could get a good view of her cleavage. She was practically showing them off anyway. He immediately looked up at her eyes with his face red. One would think that after being with Harribel for a month (not like he had a choice) would make him used to such things. However, he wasn't a pervert and this girl was being way too forward. All he felt was that he was very uncomfortable.

A playful smile graced Matsumoto's lips. _He is really innocent_. She thought to herself. _Ichigo's a dirty old man compared to this little angel._

Gwen saw what Matsumoto was doing and she became livid. What were with all these girls trying to show off their bodies without a care in the world? Were they trying to corrupt poor Ben? While he was often thickheaded and arrogant, he was still innocent at heart and that blonde haired woman seemed to be the worst.

"The real battle begins," Yamamoto said, preventing Matsumoto or Gwen from saying anything. "Ben Tennyson, you have done enough. We'll take over."

Ben frowned at Yamamoto's words. This was as much his battle as it was theirs. He shook his head at Yamamoto. "Sorry," he said. "This is my fight too."

"You can't stop him," Harribel told Yamamoto, causing the old man to narrow his eyes at her.

He wasn't the only one. Suì-Fēng knew that while the boy apparently had skills, these two before them had to be the most powerful of the Espada. She knew that the boy could not have the power to stand up to them.

Rather than waste words, Suì-Fēng used her Shunpo to vanish. In an instant, she appeared right next to Baraggan, her leg coming at his face.

It would have been a hit for sure if not for one problem. Just as her foot came within range of Baraggan's face, it slowed down, as if someone had pressed the slow motion. Suì-Fēng's eyes widened in shock. She opened her mouth to say something, but Baraggan had grabbed her leg.

"I'm not interested in fighting you right now, captain," he told her. "I'll deal with you after I kill Ben Tennyson."

With that, he threw the captain of the 2nd division to the side. She crashed into one of the skyscrapers.

"Taicho!" Omaeda cried out. He ran to help her.

Ben just stared after watching what had taken place. How in the world had Baraggan done that? His eyes landed on Starrk. Then they widened when he saw that Starrk and Lilynette were being confronted by two of the Shinigami; the one with long, white hair and the one with the funny looking hat. Quickly, Ben activated the Ultimatrix and switched the dial to Jet Ray. He slammed it down.

"Big Chill!" he cried after transforming, causing everyone to look Ben's transformation. "Ugh. Did you have to pick _now _of all times to mess with me?" he asked the Ultimatrix dial. Nonetheless, Big Chill unfolded his wings and took off to where Starrk was.

Baraggan's eyes narrowed. "Where do you think you're going?" he demanded of Big Chill. He prepared to intercept the Necrofriggian but Ayon, who had watched his master transform, took notice of Baraggan. Immediately sensing the old man as an enemy that wished to harm his master, Ayon let out a roar and charged at Baraggan, its colossal fists ready to bash him in.

"Ayon!" Apacci yelled, "Don't!"

Baraggan's attention was drawn away from Ben and towards the incoming Ayon.

"Protecting your master, beast?" Baraggan asked him. "If you want to die, I'll gladly assist you."

Not intimidated or probably not understanding Baraggan's words, Ayon let out a loud roar before punching forward with his right arm. It looked like a direct hit…

…Or not. Just like Suì-Fēng, Ayon's fist began to slow down as it came within range of Baraggan. Ayon let out a quizzical growl, itself baffled by what was taking place.

Baraggan simply looked at Ayon. "So you are just a dumb beast after all." He raised axe to slice Ayon in half but then pink energy wrapped itself around Baraggan's axe. Baraggan looked behind him to see Gwen using her powers to wrap mana around Baraggan's axe. With a lazy twitch of his hand, Baraggan easily shattered the mana. Growling, Kevin charged forward. One hand was a mace while the other was a sledgehammer. He leaped forward, ready to bash Baraggan's skull in. Not bothering to use his axe, Baraggan pulled his free fist back, prepared to smash Kevin with a punch.

Harribel unsheathed Tiburon and pointed it at the Segunda Espada. Yellow spirit energy began gathering in the hollow part of her blade.

"Ola Azul," she said.

The yellow energy shot out of her sword and straight towards Baraggan. The Segunda Espada merely watched him come at him with a bored look in his eyes and then he vanished.

"Where's he go?" Kevin asked, looking around.

"Harribel-sama!" Apacci cried out. "Behind you!"

Harribel's body tense as she could feel Baraggan's presence behind her.

"You didn't think that technique would actually harm me did you, Harribel?" Baraggan asked mockingly.

"Get away from her!" Apacci cried. She, Mila Rose, and Sung-Sun charged at Baraggan, ready to attack. Apacci attempted to use her sharpened nails turned claws, Mila Rose was going to slice Baraggan with her sword, and a snake shot out of Sung-Sun's sleeve, ready to jab its fangs into the Segunda Espada.

But they didn't get the chance. As soon as they came within reach of Baraggan, each of them felt their bodies slow down. It wasn't like they were getting tired or being slowed by Baraggan's spiritual pressure. So how was he doing that?

Baraggan looked at them. "Pathetic." He raised his axe to slice them through.

"Sit upon the frozen heavens, Hyorinmaru!"

"Growl, Haineko!"

Baraggan brought his attention over to Hitsugaya and Matsumoto, who had activated their Shikai. A giant ice dragon formed near Hitsugaya while Matsumoto's blade turned into a gigantic cloud of ash. The captain and lieutenant sent the dragon and ash soaring towards Baraggan.

Meanwhile, Redder and Charlotte appeared next to the girls. With Baraggan distracted, it was the perfect chance to get the girls away from Baraggan before he chopped them to pieces.

"Let us go!" Apacci cried as she struggled in Redder's grasp.

"Trust us," Charlotte told her. "You are no match for him."

"But what about Harribel-sama?" Mila Rose snapped as they were carried away.

"If you helped her," Charlotte told her. "You would just get in the way."

Gwen heard Charlotte say this and turned to Kevin. "He's right. We'll just in the way."

"What?" Kevin asked in shock.

"Baraggan is too powerful for you to fight," Gantenbainne told him. Kevin glared at Gantenbainne.

"Let's go, Kevin," Gwen said to him sternly.

Kevin groaned. "Fine," he said. The three of them went in the same direction Redder and Charlotte had taken the girls.

Nelliel overheard Charlotte too and looked at her own Fraccion. "Pesche," she said, "Dondochakka. You need to get out of here."

"But Nelliel-sama…" Pesche started to protest.

"Go," Nelliel told him softly but firmly. "This is not a fight you can help me in."

Pesche and Dondochakka shared worried looks with each other. They hated leaving Nelliel alone, especially after Nnoitra and Szayel's trap, but the two had to admit that they probably wouldn't last long against Baraggan of all people anyway.

"Please be careful, Nelliel-sama," Dondochakka told her before he and Pesche ran off.

Nelliel turned to face Baraggan as she silently hoped that her Fraccion would be okay. As she prepared to fight, she remembered that Ben had flown off somewhere. She looked over and saw Big Chill flying to where Starrk and Lilynette were facing two of the Shinigami captains. Her first instinct was to run over and help Ben but her attention was drawn to Baraggan.

"Now," the Segunda Espada said as he looked at all his enemies that were still there. "Which of you should I kill first?"

Nelliel assumed a fighting stance, certain that Baraggan wouldn't let anyone slip past him this time.

_Ben._ She thought to herself. _Please be careful.

* * *

_

Starrk and Lilynette were facing Kyoraku and Ukitake. The captain of the eighth division looked down at Lilynette.

"Hey," he said to Starrk. "Could you get rid of the kid?" he asked.

Lilynette's face was livid. Starrk just looked regarded the captain calmly. "Why?" he asked.

"I can't give the fight my all if she's here," Kyoraku explained. "And neither can you, right?"

"What?" Lilynette started to shout.

"Shut up, Lilynette," Starrk told her calmly.

Lilynette snapped her head towards Starrk to shout at him but she fell silent at the look Starrk was giving Kyoraku and Ukitake.

"You won't use your full strength?" he asked them. "That's fine with me. I won't use my full strength either then."

"What do you mean?" Ukitake asked, confused by Starrk's words.

Starrk scratched the back of his head. "Well, that stuff doesn't really suit with me." He admitted. "So how about we just pretend to fight and wait until the others are done."

Ukitake blinked at Starrk. He hadn't expected to meet an Arrancar like this at all. His thoughts were interrupted by Kyoraku suddenly clapping.

"Good idea!" the showy captain said causing his pal to look at him in startled confusing. "I'd love to do that since I don't like getting hurt." Then his face became serious again. "But I can't do that. Not today."

Starrk looked at him. "I see." He grabbed his sword and began to draw it. "What a pain."

"Starrk!"

The four's attention was drawn by that eerie voice. Ukitake and Kyoraku turned around to see Big Chill flying towards them with a determined look in his bulbous eyes. They could tell who he was because of the Ultimatrix symbol on his chest. Not to mention he was the only person who could turn into something like that.

"Ben?" Lilynette asked.

Starrk blinked in surprise.

Ukitake's eyes hardened. They were about to clash and there was too much chance that Ben would be caught in the crossfire. "Tennyson-san," he said. "Stay back."

"Thanks, but no," Big Chill replied in that chilly tone of his. "Starrk. I want a word with you."

Starrk looked at Big Chill. "Hi, Ben," he said in a monotone voice.

Lilynette on the other hand had a more vocal greeting. "Jerk!" she screamed at him. "How could you betray us?" She pointed an accusing finger at Big Chill. "You know what the Shinigami are like and you're just gonna help them kill us?"

Lilynette brought her hand to the broken horn on her helmet. A glowing light came out of it, which she actually grabbed and pulled. The green light began to extend from her hand as she yanked it out of her helmet. The light took the form of a giant scimitar. Big Chill's wide eyes got even wider. Who gives a little girl the big sword?

Lilynette charged at Big Chill with a shriek. While initially shocked, Big Chill wasn't intimidated by her at all. He merely became intangible as Lilynette tried to slash him. She stumbled as her scimitar went right through Big Chill. Now even more ticked off, Lilynette began swinging wildly.

"Jerk!" she yelled at him. She became more agitated as her feeble attempts to slice Big Chill up each met in failure. "Jerk! Jerk! Jerk! Jerk! Jerk! Jerk!"

Big Chill sighed, annoyed with Lilynette's temper tantrum. Deciding that she needed to cool down (no pun intended) Big Chill flew upward. This caused Lilynette to stumble. Seeing this as his chance, Big Chill became tangible again and yanked the scimitar out of Lilynette's hands.

"Jerk!" Lilynette yelled again. "Give it back!" She was about to try and grab her sword back.

"Be quiet, Lilynette,"

Lilynette spun around to glare at Starrk but once again the words failed her. Starrk was looking up at Big Chill, who was looking at him after he called off Lilynette.

"You still want to talk?" Starrk asked him.

Big Chill nodded. He looked around until he pointed to one of the buildings to the right. "We'll talk over there."

Starrk nodded. With that, he and Big Chill headed towards the building.

"Starrk!" Lilynette yelled at him. "Where do you think you're going?" Starrk didn't say anything to her. "Starrk? Starrk! Don't ignore me!" She followed after him.

Ukitake shook his head in wonderment. "Tennyson-san!" he called.

"Let him go, Juushiro," Kyoraku told his friend.

"Shunsui," Ukitake said.

Kyoraku smiled at him. "I thinking Ben has got the right stuff for this after all."

Ukitake felt his body slouch. Were they really just gonna sit there and let a young boy tangle with one of the Espada?

"The kid can take care of himself," Kyoraku reassured his friend. "He's been with them for a whole month after all. Besides, it saved me from getting into a fight."

Ukitake sighed. "Shunsui,"

Yamamoto had also noticed the activity going on between Ben and Starrk. His eyes narrowed. What was the boy thinking?

Starrk and Big Chill landed on the rooftop, where Big Chill turned back to normal.

"What do you think you're doing, Starrk?" Lilynette yelled at him. "What if Ben's just luring us into a trap? Did you think about…"

"For the last time shut up, Lilynette," Starrk told her.

Lilynette glared at him but otherwise kept her mouth shut. Starrk brought his attention back over to Ben.

"You wanted to talk, Ben?" He asked. "Well here we are."

Ben grinned at him. "Good. I want a word with you."

* * *

Baraggan looked at his enemies. "I expected more from each of you."

The others were scattered around him. Hitsugaya, Matsumoto, Suì-Fēng, and Omaeda were lying about and panting heavily. The only two who were in better condition were Nelliel and Harribel, probably because those two knew what to expect from Baraggan. Harribel appeared above Baraggan and fired her Ola Azul at him. As it began approaching Baraggan, the energy attack seemed to slow down. Baraggan dodged the attack with ease.

Desperately, Hitsugaya sent a wave of ice at Baraggan but it was useless. As the ice began to form around Baraggan, it began to slow down and he shattered it with one swing of his axe. Apparently not getting the message, Matsumoto tried again with her ash. The ash loomed over Baraggan's head. She swung her handle down, causing the ash cloud above Baraggan to shoot down at him but Baraggan stepped to the side as the ash started to slow down as it neared him. Unleashing a burst of his spiritual pressure, the Segunda Espada made the ash scatter. Matsumoto groaned in annoyance.

The biggest problem was Ayon. The giant beast was either too angry or too stupid to take a hint. Ayon lunged forward at Baraggan yet again. At first, Baraggan merely knocked him to the side as he didn't see the creature worth dealing with but now Ayon was annoying him.

As Ayon tried to grab Baraggan, the Segunda Espada raised his axe and slashed Ayon's hand. The chimera finally screamed in pain as he clutched his bleeding hand with his good hand.

"You're an eyesore," Baraggan told Ayon, who was looking him with pure rage.

"Ayon!" Nelliel cried to him. "Stay back!"

But Ayon didn't listen to her. He just headed right towards Baraggan again and once again he began slowing down as he got near him.

"You never learn," Baraggan said to Ayon. "How tragic."

This time, Baraggan slashed Ayon diagonally across the chest but the beast didn't care. Two red cero began charging in front of his eyes. Apparently Ayon was smart enough to figure that if he couldn't hurt Baraggan with his fists, then he would try another way. Baraggan gave the beast credit for switching tactics but for nothing else. The Segunda Espada decided he was done playing with the beast, so now he was going to put it out of its misery. He held his axe out in front of him with the head pointing downward.

"Rot, Arrogante!"

The slit-eye pendant between the axe-blades began generating red spiritual energy. Then numerous jet-black flames shot out of the pendant and began to scorch Baraggan. It apparently didn't hurt him because he gave no indication of pain. The flames cleared, revealing that they had completely melted away his flesh, reducing his entire body to a skeleton. His head was now a skull with his hands and arms reduced to bone. However, he retained both of his armbands. Baraggan's body was now draped in a purple cloak, with a pitch-black tattered fur collar around his neck area and the fringes of his cloak, which gave him a macabre appearance. Several lengths of golden chain, originally worn like a belt around his waist, now dangled out of either of his armbands. The pendant from his Zanpakutō was worn at the center of his chest near his neck as an elegant pendent. The sandals of his uniform became white, pointed-toe boots. His crown had gone from a simply mask fragment into a full, extravagantly-decorated and bejeweled crown that featured a chain which ran downward on the left side. He still kept the scar present on his right eye from his previous form, visible now as an apparent crack in the same location.

Harribel's eyes narrowed. Baraggan had released himself.

Hitsugaya began to shake. This power he was sensing was beyond anything that the Espada Luppi had when the two of them had fought.

Far away, Kevin and Gwen saw Baraggan in his released state. It was unnerving.

"Well that's one way to lose weight," Kevin commented in an attempt to lighten up the mood.

Gwen, however, was more focused on the ground Baraggan was standing on. Was it just her imagination or was it…crumbling?

Suì-Fēng paled when she saw Baraggan's new form. "Get out of here, Omaeda!" she yelled to her lieutenant.

"What?" Omaeda protested. "But Taicho…."

"Get out of here!" Suì-Fēng yelled. "Do you want to die?"

Whimpering to himself, Omaeda started to flee.

"Matsumoto, get out of here!" Hitsugaya ordered. "Get to Hisagi and the others."

Matsumoto's eyes narrowed. "I'm not leaving you, Taicho."

"Go," Hitsugaya ordered firmly.

Frowning at her captain, Matsumoto reluctantly left.

Ayon on the other hand was not bothered by the fact that Baraggan had released himself. So he unleashed his Cero upon the Espada.

The results were two massive explosions that created a gigantic smokescreen. Everyone shielded their eyes as the smoke flew everywhere.

"Did…did he get him?" Hitsugaya asked.

Harribel looked through the smoke. "If he could be defeated that simply," she told the small captain. "Then he would not be the Segunda Espada."

Hitsugaya's eyes widened. "Segunda? Second?"

The smoke finally cleared and there stood a completely unharmed Baraggan looking at them through his empty eye sockets.

"It…it didn't do anything," Suì-Fēng saw.

Taking a look around, Baraggan shouted "Respira!"

A black smoke-like miasma suddenly started radiating from his body. As it did, everyone saw that the remains of the building he was standing on began to age and crumble away. Gwen gasped. She had seen this before.

"Get away!" Gwen screamed. "He has the power to accelerate time!"

The Shinigami captains all turned to look at her in shock.

Baraggan actually laughed. "Smart girl, aren't you?" he asked her. "Yes, each of the Espada represents a different aspect of death. One of the ten reasons people die. I represent old age, which means time. The greatest of all deaths for nothing can escape it!"

Everyone began to scatter. The only one who wasn't was Ayon, who was only concerned with pounding Baraggan into the pavement.

"That stupid beast," Suì-Fēng muttered as she looked back at Ayon. "It seems to only have fight but not flight."

But staying behind to look at Ayon proved to be a huge mistake on Suì-Fēng's part. Part of the Respira had reached her and had attached to her left arm. Looking down at herself, Suì-Fēng's eyes widened as she saw her flesh slowly wither away to bones.

"Aaaaaaaaah!" she screamed.

Everyone's attention was drawn to Suì-Fēng's cry. Even Ayon's attention was drawn from Baraggan to see what the commotion was.

"Taicho!" Omaeda yelled out in concern.

"Omaeda," Suì-Fēng yelled to her lieutenant. "Cut off my arm!"

"What?" her lieutenant cried out.

"Just do it! Do you want me to die?"

Cringing, Omaeda used Shunpo to reach his captain. He drew his sword and quickly sliced off her left arm. The arm fell to the ground where it was reduced to bones.

Baraggan chuckled as he saw this take place. "Well, it seems that even Shinigami are afraid of dying."

Suì-Fēng glared at Baraggan.

Harribel and Nelliel looked at each other and shared a knowing look. Harribel held Tiburon out in front of her and pointed the blade downwards while Nelliel held Gamuza horizontally.

"Destroy, Tiburon!"

"Declare, Gamuza!"

Harribel was completely enveloped by a heart-shaped surge of water that closed around her to form a cocoon-like cyclone while Nelliel was surrounded in a big burst of spiritual pressure and smoke. The water and smoke dispersed and the two female Arrancar stood in their released states.

Baraggan instantly brought his attention over to the two. If he had lips, he would have smiled. "I've been waiting for this for a long time, Harribel."

Harribel pointed her blade at Baraggan. "La Gota!"

Instantly, a jet of water fired from her blade and shot straight towards Baraggan. He just stood there as the water came at him. But just as it came within range, the water evaporated.

"Did you really think that would work, Harribel?" Baraggan asked. "No matter what power you possess, all are not equal to my power. I am the most powerful because I can control time."

Nelliel frowned, not sure what she could do at all in this fight. Most of her techniques were close combat ones and Ayon had already proven that Cero were near useless. Ayon? Where was Ayon?

Nelliel's eyes widened when she saw that yet again Ayon was attempting to attack Baraggan. However, this time, she knew that Baraggan was going to kill him. She used Sonido and, not bothering to use the kid gloves, roughly pushed him as far away from Baraggan as she could. Naturally taking Ayon away from Baraggan was easy. It was getting him to stand still that was the problem and Ayon listening to only Ben made things more annoying.

"Ben," she whispered. "Please hurry."

"Bankai, Daiguren Hyorinmaru!"

Everyone's attention was drawn to the massive surge of energy as Hitsugaya unleashed his Bankai. He now had the wings, tail, and claws of his ice dragon. Just like when he had fought NRG.

Hitsugaya wasted no words and instead swung his sword in an arch. As he did, a massive wave of ice in the form of a crescent moon was formed. Swinging his sword, Hitsugaya sent the ice shooting towards Baraggan. Baraggan countered by sending a blast of Respira at the ice. As the time accelerating mist hit the ice wave, the ice melted into water and evaporated. Trying to keep up the offensive, Hitsugaya swung his sword again. This time, his ice took the form of spikes and fired towards Baraggan. Like everything else that came at him, the ice began to slow down and melt into evaporating water. Hitsugaya growled in frustration. There had to be a way to defeat this Arrancar. Surely he wasn't…invincible?

Raising his hand and pointing at Hitsugaya, Baraggan sent a wave of his Respira towards the small captain. Quickly, Hitsugaya created a wall of ice. He knew it wouldn't stop the Respira but it would buy him some time. He used his spiritual pressure to rise higher into the air. Focusing his powers more, he created a bigger wave of ice that he sent at Baraggan. Looking up to see the ice come at him, Baraggan reached into his cloak and pulled out what appeared to be a much-slimmer and much-darker version of his Zanpakuto. It featured two pointed blades and a large spike protruding outwards from its center, in place of the now-absent slit-eye pendant. There were also four chains present around the base of the spike, which appear to extend into his cloak, before attaching to an ornate bracelet worn around his right wrist.

"Gran Caída!" Baraggan cried. "Behold, this is my guillotine!"

With one swing of his axe, the ice wave Hitsugaya sent at him was sliced like a hot knife through butter.

At that very moment, Harribel appeared from the other side and a massive body of water was next to her.

"Cascada!" she cried, sending the tidal wave at Baraggan.

Baraggan unleashed his Respira again, but as Hitsugaya saw the water evaporating by the Respira, he had an idea. "Figures," he groaned. "I was afraid that I'd have to do this." He raised his blade to the sky. "Tensho Jurin!"

Everything became darker. Everyone looked up and discovered that the sky had become covered with dark clouds like a storm was about to take happen.

"What is this?" Baraggan demanded.

Hitsugaya looked at him. "Your powers of time mean nothing if time is stood still."

"Impossible!" Baraggan roared. "Time cannot be stopped."

Hitsugaya looked at him. "We'll see," he said. "Hyoten Hyakkaso!"

A gigantic hole opened in the clouds. As it did, snowflakes began falling from the sky. Even the hot headed Ayon was dazzled by the snowflakes.

"Snowflakes?" Kevin asked. "What's he trying to do? Make a winter wonderland?"

Like Kevin, Baraggan was not impressed. "Do you think this can stop me? Not even snow can overcome time."

Hitsugaya smirked. "It can if it's cold enough."

But Baraggan paid him no heed. The snowflakes began falling down and the Segunda Espada was not concerned. His time field was causing the snowflakes to melt around him before they even got close. He was about to bring his attention back to killing his opponents when he noticed that the snowflakes were coming faster and even more than there originally was. There were so many and they were falling so fast that some of them managed to avoid not melt fast enough by his time field. He was about to unleash his Respira upon the snowflakes when he felt a freezing sensation. He looked at his right arm and saw that it was covered in ice and the ice was taking the shape of icy flowers all over his arm.

"What!" Baraggan demanded. He looked at his body. The snowflakes that managed to get past his time field were falling on him and every time a snowflake landed on his body, it would become another ice flower.

"It seems your powers cannot melt my ice fast enough," Hitsugaya pointed out.

Baraggan turned his skull to shout at Hitsugaya. But before he could, his body was covered in surviving snowflakes. In about an instant, Baraggan was encased in a gigantic pillar made of ice flowers.

Charlotte stared. "He…he did it."

Redder's jaw hung open. "He got him."

Harribel looked at Hitsugaya. "Impressive," she said to him.

Hitsugaya looked at her before looking back at the ice tower. "Once the final petal blooms, he will die."

However, Harribel was not relaxed. She knew that they should not write off Baraggan so soon. Not only that, but they also had Starrk to deal with. She looked over at him and saw him conversing with Ben. Her eyes briefly widened.

_Is Ben convincing him to join our side? _She asked herself. If anyone could do it, Ben could.

Her attention was drawn back to Ayon's wailing. At first she thought that Ayon was mad that he didn't get to hurt Baraggan but then she noticed how the noise sounded more like a baby animal separated from its parent. It wasn't looking for a fight. It was looking for Ben.

Harribel was about to tell her Fraccion to take Ayon to Ben when she heard a cracking noise. She looked over at Hitsugaya's ice pillar. As she suspected, the ice was slowly melting and evaporating. Hitsugaya's technique had only managed to slow Baraggan down.

"We must finish him off now!" Harribel yelled to the others. "This is our best chance, while he is distracted!"

From within the pillar, she could see Baraggan's respire filling the pillar like smoke in a bottle. Using her blade, she created a large body of water and sent it at the pillar.

"Boy," she told Hitsugaya. "Freeze the water!"

Momentarily surprised, Hitsugaya regained his wits and flew towards the water. When the water came in contact with the pillar, Hitsugaya stabbed his sword into the water. It immediately froze to ice.

However, the two knew that they were only delaying Baraggan's escape. His Respira seemed unstoppable. This was evident as they saw more of the pillar starting to be affected by age. Sure enough the pillar started forming massive holes where the Respira began to leak out. Before the two could think of another way to beat him, they sensed another powerful surge of energy. They turned around.

"Bankai!" Suì-Fēng shouted. "Jakuho Raikoben!"

Suì-Fēng's Bankai was a golden armored missile launcher that encased her right arm and came all the way above her shoulder to form a face shield that looked like it would cover the right side of her face. To be more specific, the Bankai was a huge cylinder with black markings and a pointed end that made it look exactly like a missile minus the end fins. A grayish sash was wrapped around her body and attached somewhere to the building she was standing on.

She rarely used her Bankai and not even her lieutenant had ever seen it. She just didn't like using it. It was an eyesore. It was too huge to hide, too heavy to move and its attack was too flashy for assassination as she preferred using stealth. She was a Covert Ops agent after all and her Bankai offended her pride as one.

"Get back!" she yelled to everyone near the tower. "Get back now!"

No one needed to be told twice. As soon as she gave the order, everyone took a distance from the ice pillar, which was starting to melt away. Soon, Baraggan would be free. With no doubt a good amount of effort, Suì-Fēng raised the missile and aimed it at Baraggan. The face guard covered the right side of her face. She aimed through the slits in the face guard. Then small fins began popping out of the cylinder, making it look more like a missile. And then she fired. The missile actually moved itself so that it could hit Baraggan with a direct hit and hit it did when it collided with the tower. The result was a massive explosion that not only sent Suì-Fēng flying back, but had torn the sash she was wearing. As she flew due to the recoil, she felt herself hit something big and fat before her cushion collided with a brick wall. She didn't need to know that it was her lieutenant.

"Captain," Omaeda said with relief. "You did it."

Suì-Fēng let out a sigh of relief before talking acidly to her lieutenant. "Let go of me. You're making me sick."

Among the bystanders, Redder looked at Charlotte. "Do you think they got him?"

Charlotte shook his head. "I'm afraid that I can't tell," he admitted.

"Of course they won!" Apacci snapped. "There's no way that old fart could have survived that!"

"One down and one left to go," Mila Rose said. Then something occurred to her. "Where is Ben at? He's been missing since the fight began?"

"Good question," Gwen agreed. "Where is Ben?

Among the captains, Espada, and former Espada, everyone began to relax because Baraggan appeared to be defeated. That left only one Espada left to go. Where was he anyway? Well, everyone's question was answered when Starrk suddenly appeared among them alongside Lilynette. Everyone prepared to attack when…

"Stop!" Everyone turned to see Jet Ray flying towards them. "It's alright. He's on our side!"

The Shinigami were utterly speechless.

"Wh…what?" Suì-Fēng demanded.

* * *

**Earlier as the others began the fight with Baraggan:**

Starrk and Ben faced each other, Starrk with a face that somehow managed to look like a cross between boredom and curiosity. Only someone like Starrk could pull that off. Lilynette on the other hand looked like a time bomb ready to go off on Ben at any minute.

"I want to have a word with you," Ben told Starrk.

"Sure," Starrk said. "What do you want to talk about?"

Lilynette glared at Starrk, furious that he was actually willing to just talk instead of fighting like they should have been doing.

"Starrk," Ben told Starrk. "You know what Aizen's doing is wrong. You have to help us stop him."

Starrk blinked in surprise at this. Lilynette did too.

"You don't really think Aizen cares about you, do you?" Ben continued. "He's just using you."

"And what about you?" Lilynette snapped at Ben. "You're just using us to get rid of Aizen!"

Ben shook his head. "No, I'm not!" he said. "Yes, it would be nice if you helped stop Aizen but that's because if we don't stop him, millions of people are gonna die!"

"So what!" Lilynette shouted at him. "We're Arrancar! Why should we care about humans!"

"What about Harribel and the others?" Ben asked her. "They're Arrancar but they care about me."

"Only because you tricked them into thinking you're better than Aizen!" Lilynette yelled.

Here it was Ben's turn to blink. "No I didn't. I really didn't do anything except be their friend."

"You must have seduced them!" Lilynette accused. "They would never betray Aizen not after all he's done for them!"

"And what's that?" Ben demanded. "Using them for his own gain and then probably kill them off when he doesn't need them anymore!"

Lilynette flinched when he said that. She opened her mouth to snap at Ben but no words came out. So instead she simply looked at the ground.

Ben opened his mouth to say more when he heard Ayon screaming in pain. He looked over at the battle and his eyes widened when he saw that Ayon's hand had been cut off. He panicked.

"Starrk," he said. "Please help us."

Starrk looked up at Ben and sighed. "What do you want me to do about it?"

By now Ben was getting annoyed. "I want you to help us! You know what Aizen's doing is wrong but you're not doing anything about it!"

"I've got no choice in the matter," Starrk said.

"You do have a choice!" Ben retorted. "You can do the right thing and stop Aizen!"

"And why should we?" Lilynette demanded. "Aizen-sama's done so much for us."

This statement caught Ben's curiosity. "What?" he asked.

"Rot, Arrogante!"

Ben turned around to see Baraggan being consumed by black flames. His body tensed when he realized that Baraggan was going into his released state. He knew he needed to go and help his friends, but he also needed to know why Starrk was being so loyal to Aizen.

Starrk looked at the ground. "Me and Lilynette owe Aizen-sama, Ben."

"What for?" Ben asked him.

"Lilynette and I are one," Starrk told the wielder of the Ultimatrix. "We divided the power that other Arrancar divided between their bodies and their swords into two bodies."

Ben raised an eyebrow. "Okay. But why?" he asked.

"Loneliness," was the reply.

"Come again?" Ben asked.

Starrk looked down at his feet. "Back when we were one, the souls of everyone in our group of friends wasted away and disappeared just from being around us. From loneliness, we divided our soul in two. We don't know which of us was the original, or maybe it was neither of us. It's just that there was no other way to escape from the loneliness."

Ben's face fell after hearing this. "Starrk,"

"I envied the weak," Starrk continued. "If you're weak then you can gather in as large a group as you want. I want to become weak and if that's not possible, then I at least want to make friends that are as strong as me."

Now Ben was feeling devastated. He could not even imagine how that must have felt for Starrk and Lilynette. To be alone for who knew how long. It must have been terrible. Ben figured he probably wouldn't last if that happened to him.

"One day Aizen-sama came along and invited us to join him," Starrk told him. "We owe Aizen-sama a great debt because of what he's done."

Now Ben's face hardened. Aizen had taken advantage of Starrk's loneliness to make him do all these things. And now, after hearing Starrk's story, he did not blame Starrk at all. His anger was all on one person.

_Aizen. _He thought. _I am going to take you down._

"Destroy, Tiburon!"

"Declare, Gamuza!"

Ben didn't need to turn around this time. He knew that it was Harribel and Nelliel entering their released states. He didn't know how strong they would be compared to the second Espada, so he knew that he needed to get over there.

"I'll be your friend!" Ben declared. "A real friend. Not some guy that wants you only for your powers."

Starrk and Lilynette looked up at Ben in shock. Starrk looked at Ben dumbfounded. Lilynette had the same look on her face. But then it turned to one of anger.

"Liar!" she screamed at Ben. "You're nothing but a liar! You just want us to help you kill Aizen-sama! That's all you want us for! Then after you're just gonna abandon us or hand us over to the Shinigami!"

"No!" Ben yelled, causing Lilynette to flinch. "I won't do that. If I had known you wanted to be friends before then of course I would be your friend. The only reason I wasn't back then is because I had no idea. But I'd be happy to be your friend now."

"Bankai, Daiguren Hyorinmaru!"

This time Ben turned around again and saw Hitsugaya activate his Bankai. He recognized it from when he had battled the white haired captain using NRG.

As for the Primera Espada and his other half, Lilynette's body began trembling and tears began to slowly leak out of her eye despite her attempts to fight them back.

"You're lying," she choked out to Ben. "You don't want to be our friend. You just want to use us. Like you say Aizen-sama's doing."

Ben was determined to make her see the truth. He pulled back his sleeve and showed the Ultimatrix. "Do you know what the Ultimatrix is meant for?" he asked Starrk and Lilynette before answering his own question, "It's so whoever uses it knows what it's like to be in someone else's shoes. It was created so that everyone in the universe could understand each other and live in harmony. I've been a whole bunch of guys so I know what they're like. I've never been an Arrancar before, but you're not so different from a lot of other people I've met. Including humans. You should have seen what Kevin was like when I first met him."

That much was true. Kevin had been a thug when they first met and then he'd gone psychotic after Ben discovered he was bad news. Kevin would be one of Ben's enemies for part of his summer when he'd been ten years old, always trying to kill him until Ben finally left him in the Null Void. Then Kevin reemerged, reformed, and became his ally. It was a huge change from the Kevin he'd known all those years ago. Kevin was even dating Gwen, which was an even bigger surprise.

Ben kneeled down next to Lilynette. "I would like you to help us beat Aizen but I'd really like to be your friend too. The reason I need to stop Aizen is because I can't just sit by and let him kill innocent people. I might not be able to do it alone. We can save the world together. I don't care if you're an Arrancar or Hollow or whatever. You should see some of my other friends. They're out of this world, literally." He chuckled a little at his joke.

"Why…" Lilynette let out a sob. "Why should we believe you?"

Ben smiled at her. Suddenly he brought his hand to hers and intertwined their pinkies. "Alright, pinkie-swear," he said. "I swear to be your friend and never turn my back on you and I don't break my promise."

Lilynette couldn't take it anymore and just let the tears pour out. Ben, with experience from dealing with Nelliel's child form, held Lilynette close as she started crying on his shoulder. Starrk looked down at Ben as if he had never seen anything like him before in his entire life and considering the circumstances he hadn't. In Hueco Mundo, it was a Hollow eat Hollow world. Not that it applied to Starrk and Lilynette since everyone just dropped dead around them. Shinigami were no help either. They saw all Hollows as monsters that needed to be killed. But Ben…Ben was different. He was willing to give people a chance and not care about who or what they were. After all, so many Arrancar had joined Ben's side, clearly much happier with him than Aizen. Could…could he find a better life too?

"Bankai!" Suì-Fēng's voice cried. "Jakuho Raikoben!"

Ben, Lilynette, and Starrk all looked to see Suì-Fēng with a giant rocket launcher aimed at a huge tower of ice. Inside the tower was a robed skeleton that Ben guesses was Baraggan. A weird black smoke seemed to surround Baraggan and spread throughout the ice tower. She fired the rocket where it struck the tower and created a massive explosion. There was enough backlash that Ben and Lilynette were blasted off their feet but Starrk caught them both of them easily.

"See, Ben," Lilynette told him. "Even if you trust us, the Shinigami will never let us live. Even if you somehow manage to beat Aizen, they'll kill us once we're not useful to them anymore."

Ben's eyes narrowed. "I won't let them hurt you," he told her firmly. "Didn't you hear me when I told them that they were to leave my friends alone? If they try to hurt you, I'll just go Humongousaur or Way Big on them."

That did it. That was the final piece for Starrk to hear. This boy was willing to go up against the Shinigami to protect them. He couldn't help but wonder if Aizen would have done the same for them. Then, Starrk thought back to Las Noches. Back when Ben was one of Harribel's Fraccion. Had not Ben battled Nnoitra to protect his teammates? He remembered when he had seen Way Big go berserk on the Fifth Espada. The fury that Way Big had shown as he pounded Nnoitra into the ground. That was more than loyalty to comrades, more than simple devotion. The reaction was exactly what one thought it would be. The anger one felt when their friends got hurt. Starrk never saw himself as the avenging type. But that was because he had never seen any of the Espada as people he could have been friends with. But…with Ben…could he?

"Would you really be our friend?" he asked.

Ben grinned up at him. "Of course," he stuck his pinkie in the air. "I pinkie swore didn't I? And Ben Tennyson never goes back on a pinkie swear."

Starrk was silent for a moment. Then he scratched the back of his head.

"Fine," The Primera Espada said, causing Ben and Lilynette to look up at him. "You talked me into it."

Ben's eyes widened for a moment before his mouth split into a huge grin. "Really?" he asked.

"Yeah," Starrk said with a shrug. "What have I got to lose?"

Lilynette stared at Starrk with her jaw dropped. Was he really serious?

Ben couldn't control his excitement. "Thanks, Starrk!"

"What can I say?" Starrk said to him. "You've grown on me."

"Well what are we waiting for?" Ben asked. He activated the Ultimatrix dial and slammed it down. "Jet Ray!" he screamed. With that, he flew off to where the others were. Starrk, holding onto Lilynette, used Sonido to arrive ahead of him. The others were taken by surprise and no doubt thought he had come to avenge Baraggan. Before anyone could make a move, Jet Ray made it and told everyone that Starrk and Lilynette were on their side.

* * *

**Back to where we were:**

"Do you expect us to believe that, boy?" Suì-Fēng, who was resting on a rooftop, asked him.

Jet Ray glared at her. "Uh, yeah. I do."

Hitsugaya was also skeptical. How in the world could one boy convince someone to switch sides so quickly? And how did he know that this Espada wasn't pretending to join their ranks and then betray them in the end?

"Aizen's just been using them," Jet Ray told them. "Maybe you should actually give them a chance?"

"And why should we?" Suì-Fēng asked. "They are Arrancar. They are our enemies."

Jet Ray could feel his temperature boiling. "Not anymore," he said, trying to keep his temper in check.

"They seemed rather eager to join you, Tennyson," Hitsugaya pointed out. Jet Ray turned his glare at him.

"What is your problem?" he asked Hitsugaya and Suì-Fēng. "They're good guys now."

"Hmph," Suì-Fēng replied. "Unlikely."

Now Jet Ray had enough. He flew down to the rooftop and touched the Ultimatrix dial to turn back to normal. He marched right up to Suì-Fēng's face.

"Okay, what is wrong with you?" he demanded to Suì-Fēng. "Shinigami and Arrancar don't get along, fine I get it. That doesn't mean you have to be a total jerk!"

Suì-Fēng hissed in annoyance. Immediately Harribel and Nelliel were at Ben's side. Ayon towered over them, growling at Suì-Fēng as he could sense that she was dangerous to his master.

"I will not allow you to harm Ben in any kind of way," Harribel warned her.

Suì-Fēng looked at her, baffled. "Why would an Arrancar care about a human?"

"Because I love him," Harribel answered simply.

Suì-Fēng's eyes widened at Harribel. "What did you say?"

Harribel opened her mouth to say more but she was interrupted when a hole began to open up next to the fire prison Aizen, Gin, and Tōsen were imprisoned in. It was a Garganta.

"Reinforcements?" Ukitake asked.

"Who could they be sending now?" Kyoraku asked.

Once the Garganta fully opened, a figure could be seen walking out of it. Ben tensed, expecting one of the remaining Espada to come through. He hoped that Ulquiorra hadn't betrayed them. He was the last person they needed to go up against, but when he saw who it was, Ben's arms dropped and he simply stared.

"Wonderweiss?"

Sure enough, the child-like Arrancar Wonderweiss stood at the Garganta's entrance, surveying everything with that dopey smile on his face.

"A child?" Ukitake asked, confused.

But that wasn't the only thing. Coming out behind Wonderweiss was a gigantic something. It looked like a big blue blob with hands and a single eye. On its fingertips were what looked like masks with pointy noses.

Starrk sighed. "Great," he muttered. "If he's here, then Aizen's ready."

"Ready?" Ben asked, "For what?"

Suddenly Wonderweiss let out a howling yell that forced Ben to cover his eyes. Despite the wailing, he could make out some kind of shattering sound in the background. He turned to see the ice power starting to completely shatter and the smoke from the missile being cleared away. What he saw made his blood freeze. Floating in the air was Baraggan without a single wound on him! Ben wasn't the only one shocked as Suì-Fēng was now trembling in fear.

"Did you think that would affect me?" Baraggan asked. "All things fall before my power." He looked over and saw Starrk standing among the group. "So even you have betrayed us, Starrk?"

Starrk shrugged lazily. "Ben's just got that affect on people."

The giant creature on the other hand had unleashed a gust of wind from a hole in its body that must have been its mouth. It was blowing on the fire cage and the flames were disappearing as they were blown away.

"It smells awful. As always."

"I agree."

"I wonder if this is what death smells like."

"It's not a bad smell. Death. It's very fitting."

And there they were, Aizen, Gin, and Tōsen.

Ben's eyes narrowed at the one behind all of this. "You asked for it, Aizen!" he yelled.

Aizen smiled over at Ben.

"Aizen!" Baraggan yelled at Aizen. "The boy is mine to kill, got that?"

"I'm afraid that's simply out of the question, my dear Baraggan."

Ben looked over at whoever said that as did everyone else.

Floating in the air where a strange group of people. There was slim man with jaw-length blonde hair, wearing an orange shirt, black pants, and a hat. There was a short girl wearing what seemed to be a red sweat suit with pig tails, a large man with pink colored hair wearing a fancy suit, a muscular, grey or silver haired guy wearing a muscle shirt and large pants stood next to a woman wearing a white jumpsuit with green hair and goggles on her head. The other three were a girl wearing triangular glasses and a sailor outfit, a man wearing a green sweat suit, sunglasses, and a pointed afro, and a man with long blonde hair and fine looking suit that gave him the appearance of a musician. Standing in front of all of them was none other than…

"Professor Paradox!" Ben cried happily.

The man with shorter blonde hair grinned as he twirled his hat with his finger. "Long time no see, Aizen."

"Who's that?" Hitsugaya asked.

"That's…" Suì-Fēng muttered to herself.

"It's…" Ukitake started to say.

Kyoraku smiled. "I never thought we'd see them again."

"Hirako Shinji," Yamamoto said quietly. His eyes narrowed. "Paradox, I should have known you had something to do with this."

Paradox smiled as he pulled out his pocket watch. "Ah," he said. "Looks like we arrived right on time, everyone." He closed his watch and put it back inside his coat.

The man with shorter blonde hair looked at the others among him. "It's been a long time. Anyone in the Gotei 13 you want to talk to here?"

"Nope," said the girl with pigtails.

"Shut up, Hiyori!" the blonde haired man said. "I wasn't asking you!"

"Why wouldn't you ask me!" Hiyori yelled. "You were asking everyone, weren't you!"

"I don't care", said the man with the afro.

"Me neither," said the man who looked like a musician.

"There is no one in the Gotei 13 I wish to speak to," said the large man with pink hair.

"Me either," said the muscular man.

"Not me," said the green haired girl.

The girl with glasses merely said nothing.

"Well," said the blonde haired man. "Guess I'd better go say hi to Yamamoto. But first," he turned to look at the spectators. "Is there a Ben Tennyson around here?"

Ben blinked. "Uh, that would be me."

Hiyori blinked now. "_That's_ Ben Tennyson!" she asked. "That little kid is the _great_ Ben Tennyson you told us about."

"Granted," said a new voice. "There are times when I doubt that boy. He's often more trouble than he's worth."

Ben's eyes widened. "It…it can't be."

Something leaped up onto the blonde haired man's shoulder. It appeared to be some kind of frog-like creature that walked on two legs, had large eyes, wearing green robes, and had long whiskers that made it look like it had a beard.

"Ben Tennyson!" the frog creature yelled, pointing a finger at Ben. "What have you gotten yourself into this time?"

Ben's jaw dropped. "Azmuth?"

Azmuth was the creator of the original Omnitrix which had fallen into Ben's possession 6 years ago, when he was just a ten year old boy. Since then, Ben had used the Omnitrix to be a hero, fighting villains and saving lives. Then came the time when the Omnitrix had been set to self-destruct, which led to Ben being brought to Azmuth by Tetrax. At first, Azmuth was stubborn and reluctant to repair the Omnitrix but after witnessing what Ben could do with it and intended to do with it, he relented, repairing the device and unlocking Way Big for Ben.

Azmuth would still monitor Ben through the Omnitrix and even scold Ben for misusing him like that time when Ben tried to unlock it against Azmuth's orders. Azmuth often doubted that Ben had the maturity to use it right. Bravery, sure, but not the maturity. However, Ben would continue to prove him wrong and while he would never voice it aloud, who else could Azmuth trust with the Omnitrix, then the Ultimatrix, but Ben?

"Shinji," Azmuth said to the blonde haired man, "If you please?"

Shinji grinned. "Sure thing, Azmuth." In an instant, he disappeared and reappeared right in front of Ben, startling him and Suì-Fēng.

Azmuth was seen holding onto Shinji's collar with an aggravated look on his face. "You know I hate it when you do that."

Shinji just grinned at Azmuth. "Which is probably why I do it," he said. Azmuth growled in annoyance before jumping onto Ben's shoulder. "Now if you'll excuse me." He vanished again. Snorting, Azmuth brought his attention to Ben.

"Ben Tennyson," he said. "Once again a crisis occurs and I find you and the Ultimatrix in the middle of it."

"Hey," Omaeda said. "Who's the toad?"

Azmuth blinked his bulgy eyes. "Toad? Toad!" he turned to face Omaeda. "I'm no mere Earth amphibian! I am Azmuth of the Galvan and the genius behind the Ultimatrix."

"What?" Apacci asked when she heard that. "That little _thing_ made Ben's device?"

"_Thing?_" Azmuth asked. "_Thing!_ I'll have you know that the Galvan race is the most intelligent species in the entire universe. Who else could have created a device that contains the DNA of every sentient alien species in the Milky Way Galaxy!"

That statement caused everyone to freeze.

"Aliens…as in…beings from other planets?" Hitsugaya asked.

"Of course!" Azmuth shouted. "Where did you think Ben's transformations came from?"

Everyone looked at each other. Truth be told they had never tried to figure out how Ben transformed, only assuming they were monsters, but to hear that there was life on other planets was…astounding.

* * *

Yamamoto on the other hand was conversing with Shinji.

"Are you here for revenge?" Yamamoto asked cautiously.

"Against Aizen, yeah," Shinji told him. "We don't care about you. If there was something to be upset about, I suppose it would be the fact that you were all fighting behind this stupidly strong barrier." He pointed at Paradox. "If it wasn't for Paradox here, we'd still be stuck wandering around."

Yamamoto cast an eye over at Paradox, who just gave him that smile that always seemed to unnerve him. He brought his attention back to Shinji.

"Shinji," he said. "May we see you as our allies?"

Shinji looked at him. "Ain't it obvious?" he asked. "Of course not."

Yamamoto slowly began to draw his sword.

"We're not your allies," Shinji continued as he turned around and started air-walking away. "We're enemies of Aizen and allies of Ichigo."

Yamamoto sheathed his sword. "Kurosaki….Ichigo, eh?"

Shinji looked down at Ben, who was getting yelled at by Azmuth. "However," Shinji said. "I think I can call us this guy's allies too." He used Shunpo to appear next to Ben. Following his lead, the other newcomers did too.

"Hey, Ben!" Shinji said. "Hirako Shinji. Nice to meet you." He held out a hand. A little uncertain at first, Ben took his hand and shook it.

"Don't be shy, young Ben," said the large man. "We're on your side."

"And what are those Arrancar doing over here?" Hiyori asked, glaring at Harribel, Nelliel, and Starrk.

"They're my friends," Ben told her tensely.

"Friends!" Hiyori yelled. "How can you be friends with Arrancar!"

Shinji sighed. "Paradox already told you, snaggletooth," he said. "Ben's got a way with making friends and allies."

"Shut up!" Hiyori yelled. "I wasn't asking you! I was asking him!"

Shinji looked like he wanted to say more but that was interrupted by Wonderweiss suddenly wailing.

"Aaaaaaaaaaaaaaaaaaaaa!" Wonderweiss yelled.

Shinji's eyes narrowed. "Looks like the enemy's getting impatient."

Gin groaned. "I can't stand it when he starts doing that," he said as he poked a finger in his ear. "He's totally killing the mood."

"Silence, Gin," Tōsen told him. "His words have meaning. Just watch."

The giant creature behind Wonderweiss suddenly opened up the bottom part of its body and a gigantic amount of black liquid fell upon the city. At first Ben thought the creature was trying to flood the city or something but that thought went out the door when the black shaped began shaping into gigantic creature with masks that had pointed noses.

"What are those?" Ben asked.

"Gillians," Paradox said, startling everyone to see that he was standing right next to them. "Gigantic Hollows but rather weak compared to the Adjuchas and Vasto Lorde. Why, I'm certain Way Big would be more than a match for all of them."

Ben grinned. "I like the sound of that," he activated the Ultimatrix. "It's Hero Time!"

Hiyori made a face at Ben's catchphrase. "'It's Hero Time?' 'It's Hero Time!' Are you serious!"

Shinji beamed. "I like this kid already."

The green haired girl in the white jumpsuit stared at Ben with an open mouth. "That is so cool!" she screamed. Suddenly she wrapped her arms around Ben with a tightening huge. "You're so cool, Ten-chan!"

"Hey!" the silver haired man yelled. "Give the kid a break, Mashiro."

Mashiro let go of Ben before making a face at the silver haired man. "Boo! Kensei's no fun."

Just then, Ben sensed a gust of wind. He turned around to be greeted by Matsumoto and five other people. One of them was a lean but muscular man with messy black hair and a 69 tattooed on his face. The other was a depressed looking man with blonde hair that covered one of his eyes. The others…here Ben gulped. The last two were the two he had fought when he first came to Karakura Town. Ikkaku and Yumichika. The last one was a petite girl with her hair in a bun.

Ikkaku grinned. "Quite a turnout," he said. "I was getting bored guarding that pillar." His eyes landed on Ben. "Who's the kid?"

Matsumoto giggled. "He's the tiger that made you eat dirt," she said slyly.

"What!" Ikkaku howled. "You mean to tell me I got beaten by a kid!"

Yumichika burst out laughing.

Hearing a sound like a sonic boom, Ben turned to see Kevin, Gwen, and his Arrancar allies next to him.

"Ben," Apacci said. "We'll take care of the Gillians. You just worry about Aizen."

"Hold on!" Hiyori yelled at her. "We're the ones who are gonna kill Aizen."

"You?" Apacci asked. "You wouldn't last a second."

"Oh yeah?" Hiyori challenged.

"Uh guys?" Ben asked. "Shouldn't we be focusing on those…gilligans?"

The newcomers chuckled with laughter. "It's Gillians, Ben," Shinji told him. "But you're right. Let's go everyone."

Suddenly the newcomers were donned in strange masks. Shinji wore a mask that looked like a pharaoh. Hiyori had a frightening mask that had horn in the center. Mashiro had a heart shaped mask that looked like an insect's face. Kensei had a strange square-like mask that had four lines running down it. The man with the afro was wearing a mask that looked like a demon while the musician was wearing a mask that looked like bird's face. The large man wore a mask that looked like a tiki mask and a lot better looking than Dondochakka's. The girl in the sailor outfit more a diamond shaped mask.

"Let's go!" Shinji cried. The masked warriors took off towards the Gillians.

"Hey!" Appacci yelled. She and the other Fraccion took off to fight the Gillians as well.

To say it was a fight would be a lie. It was a massacre and those masked warriors were powerful. The pigtailed girl flew over to one of the Gillians and sliced it through in an instant. The demon masked one demolished Gillians with a Cero blast. Kensei unleashed a fury of punches to a Gillian's face and made it explode. Another Gillian tried to sneak up on him but Kensei stabbed a dagger into a Gillian's head and it blew up.

"Alright!" Mashiro cried as she began to attack the Gillians. "It's Mashiro Time!" She began smashing her feet into a Gillian's face.

Kensei groaned. "Did you really just say that?"

Kevin laughed. "Looks like you got another fan, Tennyson."

Mashiro flew towards one of the Gillians. "Mashiro Ki~~~~~~ick!" Her foot connected with the Gillian's face and smashed it in. She then did a back flip and began barraging more kick into the Gillian's companions. One by one they fell in a heap.

The large man encased several Gillians' head inside of cubes of energy with snap of his fingers.

"Now, now," he said. "I think we're all getting a little overexcited. This is not a festival, you know. So let's all…quiet down!" he brought his hands together. The cubes effectively decapitated the Gillians.

The sailor girl, sliced through the fallen heads. "Move it," she said. "Quit tossin' these big lugs my way."

She flew up to a Gillian that the large man had missed. It opened its mouth to fire a Cero at her. In less than an instant, she slashed the large Gillian to pieces.

The one wearing the bird mask had his arms outstretched, his sword floating in front of him with his sheath floating horizontally underneath it. A Gillian slowly began to approach him.

"Come along," he said to the Gillian. It continued onward to him. "That's right…Right this way… Slowly does it…closer and closer…until you are captive to my melody." He moved his hands as if he was playing an instrument. The Gillian's body closed in on itself as it was squashed by a blast of sound.

The demon masked man shoved his hand into a Gillian's mask and with a roar, ripped the Gillian's head open like paper.

"No…no way!" Omaeda cried.

"This is crazy," Hitsugaya commented. "They're so strong."

And that wasn't the only thing. Ben's gang was tearing through the Hollows like no tomorrow. Matsumoto and those four other guys were too. In would probably be a matter of seconds before the Gillians were all dead, but then something else happened. Another Garganta began to open.

"Great," Ben groaned. "Now what?"

Instead of reinforcements that Ben expected them to be, it was Hollows. Lots and lots of Hollows. There were some more Gillians but they were only part of it. It was like Aizen had called upon all of Hueco Mundo to enter this battle. Hollows of various shapes and sizes began pouring out as if Hueco Mundo had been flooded. Ben was about to jump in when he saw Hitsugaya, Ukitake, and Kyoraku heading towards the Hollows to deal with them. Meanwhile, Ben saw that Mashiro had done some devastating kick that managed to kill that giant blob thing that Wonderweiss brought with him. Then Matsumoto and her friends also entered the battle. Matsumoto was slashing Hollows with her ash attack. The blonde haired man's sword had become strange in appearance where it resembled more like an upside down hook. Every time he struck a Hollow, they would drop down as if they had gotten weaker, or heavier. Ikkaku and Yumichika were having the time of their lives. Ikkaku was stabbing Hollows with his spear while Yumichika used his four bladed weapon. The other girl beside Matsumoto began shooting fire out of her sword at any Hollow that came at her.

Ben's team was doing great as well. Apacci, Mila Rose, and Sung-Sun, each lacking an arm, were blasting Hollows with their Ceros. Ayon, even with his injuries, easily demolished all Hollows in his path. Even the Gillians were afraid to try and tangle with him. Gantenbainne, Redder, Charlotte, Pesche, and Dondochakka were going here and there. This really was a massacre.

"Those guys are strong," Ben commented.

"Unfortunately those Hollows are just the underlings," Paradox told him. "It's Aizen and his men you need to worry about."

Ben looked over at Aizen, who was watching everything take place. His smile still remained without a care in the world.

"He's outnumbered," Kevin said with a shrug. "We can take him."

"Don't get overconfident," Paradox told him. "Aggregor was nothing compared to Aizen."

Kevin froze when he heard that. He remembered Aggregor and what they had to go through to defeat him. If this Aizen guy was more powerful than that…

"I'll show him!" Ben said confidently as he activated the Ultimatrix.

"Wait, Ben Tennyson," Azmuth said. Ben stopped what he was doing to turn and look at Azmuth. "I have…given it some thought. And… considering that Aizen is a powerful enemy and two worlds hang in the balance. I… have decided to unlock the Master Control for you."

Ben's eyes widened as he got excited. "Really?" he asked.

"Unfortunately," Azmuth said. "Paradox has convinced me it was for the best. If Aizen is to be stopped, you will need the full power of the Ultimatrix at your disposal."

"Sweet!" Ben said. "Do it, Azmuth."

"I'm sorry, Ben," Paradox said all of a sudden. "But now is not the time for you to have the master control."

"What?" Ben asked. "Why?"

"Don't worry, Ben," Paradox reassured him. "When the time is right, you will have the Master Control unlocked. Believe me when I say that it will come in handy."

Ben groaned. Things were never easy for him.

"Well," Ben said as he activated the Ultimatrix. "Might as well make myself useful." He slammed the dial down.

In Ben's place was a muscular creature with a body that appeared to be made of rock but this new form was entirely different from Chromastone. The creature's body and the back of his head were of a bluish rock while his massive arms were made of a green rock-like substance that resembled diamond. Several green spikes stuck out of his back.

"Diamondhead!" the new alien cried.

Everyone stopped to look at the new form Ben had become.

"Wow," Shinji said. "That's pretty impressive."

"The boy proves to be quite a unique individual," the large man, Hachi said.

"A flair for dramatics," said the blonde man with long hair. "I think we'll get along well."

"Save it, Rose," said his afro friend. "Let's just get these guys out of the way first."

After transforming, Diamondhead looked at the one person responsible for all of this. Aizen. It was time for him to pay. Remembering what Harribel taught him about using his spiritual pressure to keep him afloat; Diamondhead crouched down before taking a gigantic leap into the air towards Aizen.

A little further away, Shinji saw Diamondhead heading towards Aizen. He used his Shunpo to appear next to him.

"Hey, Ben?" he called as his mask vanished. "Mind if I lend a hand? I've got a score to settle with Aizen here."

"Fine by me," Diamondhead told him. "Let's take him down!"

"I like the way you think, Ben!" Shinji said with a grin.

The two attacked Aizen at once. Shinji brought his sword down the same time Diamondhead moved to punch Aizen in the face. However, before the two could make contact, Shinji felt a blade coming at his skin. He lurch backwards and quickly yanked Diamondhead with him. At first Diamondhead thought he was going to plummet down to the ground below so he immediately began to focus on his spiritual energy. If he could do this the first time he could do it again. A few seconds passed and he still managed to stay up in the air. With that out of the way, he turned to face Shinji.

"What was that for?" Diamondhead demanded. Then he saw that Shinji was bleeding just above his left eye. "What happened?" Diamondhead turned to see what had happened. Standing in front of Aizen was none other than Tōsen, his sword out with a small hint of blood at the tip. "Tōsen!"

Tōsen looked at Diamondhead. "That must be you, Ben," he said. "It's often hard to tell due to all those different voices."

Diamondhead growled at him. "I don't want to fight you, Tōsen. What Aizen's doing is wrong!"

"Wrong?" Tōsen asked. "No, Ben. You have allowed the Shinigami to corrupt you into their ways."

"He's gonna slaughter countless people!" Diamondhead yelled at him. "You talked to me about justice right? Where is the justice in that?"

"Those countless people are wretched sinners who care only about themselves," Tōsen told him. "To punish evil is justice!"

"Punishing evil's one thing but this is downright murder!" Diamondhead retorted.

Tōsen sighed as he raised his blade. "I am disappointed, Ben Tennyson. I truly hoped you were like me."

With that, Tōsen shot forward. Diamondhead prepared to block when Komamura appeared and blocked the attack with one of his arm guards.

"Komamura," Tōsen said to the giant wolf man.

"I never thought," Komamura said to Tōsen, "That I would need to protect someone else from your blade. "Ben," he said to Diamondhead. "Masked warrior. I shall help you."

"Thanks," Diamondhead said to him.

Shinji looked at Komamura quizzically. "Are you sure you it's alright to be helping out a strange lot like us?" he asked the captain. "Although, as far as appearances go, you're pretty strange yourself."

Komamura turned his head to look at Shinji. "You helped get right of the Menos Grande. That is good enough for me. I will help you fight and I will not accept no for an answer, masked one."

Shinji made a face. "That's a little too much for me. I can't work with guys like him."

"Ben Tennyson," Komamura said to Diamondhead. "Will you help me?"

Diamondhead nodded. "Sure thing. Aizen's got to go down."

Tōsen sighed. "So I must fight both of you. A pity."

Suddenly a black chain came out of nowhere and wrapped itself around Tōsen's blade. Komamura, Tōsen, and Diamondhead turned to see where the chain had come from. It belonged to that black haired man with the 69 tattooed on his face.

"Hisagi," Tōsen said quietly.

The man, Hisagi, looked at Tōsen with a saddened look on his face. "Long time no see, Captain Tōsen."

Komamura had a saddened look on his face at the exchange. Diamondhead noticed this. Did Tōsen have a personal history with this guy?

"Captain Tōsen," Hisagi said. "I would like to thank you."

Tōsen regarded him. "How clever. Is that supposed to be sarcastic?"

"No, Captain Tōsen," Hisagi told him. "I wanted to thank you for your instruction. I will use it to open your eyes and take you back to Soul Society."

"Open my eyes?" Tōsen asked. "Open my eyes?" Then his sword began to vibrate, shaking the chain off his sword.

"Hisagi," Tōsen said. "I told you before that those who do not feel fear are not fit to battle. You haven't changed at all," Tōsen told Hisagi. "Your words do not have an ounce of fear in them."

Hisagi stared at Tōsen as sweat began to pour off his face.

* * *

Farther away, Paradox greeted Suì-Fēng and the others warmly.

"Hello, Suì-Fēng," he said. He looked at her. "There's something different about you today."

Suì-Fēng growled in annoyance and even more so when Hachi appeared. He looked at her for brief moment, but when their eyes touched, Suì-Fēng looked away. Hachi's eyes softened as he brought his attention to Paradox.

"Do you require assistance, Paradox-san?" he asked.

Paradox pondered the question. "Perhaps, but I believe it would be best if you were to take these two to safety," he looked over at Gwen and Kevin. Kevin opened his mouth to protest but Gwen put a hand on his shoulder. He sighed. "Fine."

Hachi nodded at Paradox. "As you wish," he said. "Come with me, children." He scooped the two up and flashed away. Once he was gone, Paradox looked over at Starrk and Lilynette.

"I know you don't like to fight much, Coyote Starrk. But I'm afraid that even you have to fight now."

Starrk sighed as he scratched the back of his head. "I figured," he mumbled.

"Stop your chattering!" Baraggan yelled to them. "It matters not who you are or what manner of power you may possess. Before the power I wield, all beings are beneath me. It is time you too were reduced to nothing but bones."

"I'm afraid I'll have to correct you on that," Paradox said pleasantly. "I have encountered beings more powerful than you could ever be, my dear Baraggan. Some of which I can't come within 500 light years of."

"What is this?" Baraggan demanded. "You dare to mock me you pathetic ant? Then I shall kill you first. Afterwards, I shall kill all of you until only Ben Tennyson is left and I will take great delight in killing him."

With that, Baraggan sent his Respira shooting towards Paradox. The others had already fled but Paradox just stood there with that smile on his face.

"You fool!" Suì-Fēng yelled. "Get out of there!" However, Paradox did nothing as the Respira covered him.

"Fool!" Baraggan laughed. "He chose to simply die than try to save himself. Perhaps in the end he finally saw that my power is absolute."

"While I must say that your power over time is impressive, Baraggan, you are just a little fish in a big ocean after all."

"What!" Baraggan roared. His jaw dropped. Walking calmly through the Respira as if he didn't have a care in the world…was Professor Paradox!

Suì-Fēng's eyes widened. "What?" she breathed.

"How is he…?" Nelliel started to ask.

"Wow," Starrk said.

"How!" Baraggan yelled at Paradox. "How is my Respira not affecting you! Why are you not aging to dust! What trick is this!"

"Oh it's no trick, I assure you," Paradox said. "You see, your power is the ability to accelerate time and age anything you want into oblivion. Unfortunately for you, I exist outside of time."

Baraggan froze. Although no one could tell from that angle, Baraggan was slightly trembling. "What did you say?"

Paradox's smile turned a little smug. "I exist outside of time," he repeated. "I do not need to eat, drink, I cannot age. I just exist. I am the only true immortal."

"LIAR!" Baraggan roared. "NOTHING LASTS FOREVER! FOREVER IS NOTHING MORE THAN A MEANINGLESS WORD BORN OUT OF THE FEAR OF AGING!"

"And yet here I stand," Paradox said to Baraggan. He was right in the midst of the Respira and nothing was happening to him. Baraggan trembling increased so much that his bones were rattling. There was no way, no way that this little man could be immune to his power. No, he would kill this man. This…Paradox would see that Baraggan's power alone was absolute. He raised his Gran Caída.

Starrk watched the whole thing take place. Whoever this Paradox guy was, he was gonna need help despite being immune to Baraggan's age ability. And he seemed to be one of Ben's friends. And since Ben was willing to be his real friend, Starrk knew that he had to lend a hand now.

"What have I got to lose," he said to himself. "Lilynette," he said to his other half. She looked up at him. "It's time."

Lilynette's eyes widened for a brief moment before she nodded. Starrk put a hand on her head.

"Kick about, Los Lobos!"

Energy surged through the air. Then an explosion of energy and smoke exploded from Starrk and Lilynette.

Baraggan snarled. "So it's come to this."

When the smoke cleared, Lilynette was gone and Starrk had undergone a rather unique change of attire. Part of Lilynette's mask appeared on his head, stretching from the back of his head around to the eyepiece on his left eye, with the flame pattern changing to emerge from the eyepiece and follow the mask fragment around to the back of his head while the mask itself was connected, by two chains, around his right eye. His upper body was covered in a grey fur-lined jacket over a double-breasted vest, while his legs were covered in some kind of dark skin-tight pants with grey knee-high fur leggings covering his lower legs, and his arms were covered in some kind of gray elbow-length fur armbands that appeared to end at his wrists. There were also ribbon-covered bandoleers emerging from his upper back and disappearing into his upper forearms. In his hands were two ornamental pistols. With fur-covered holsters, Starrk's released form resembled a Wild West gunslinger.

"Whoooooeeeeeee," Starrk said after the transformation. "Let's go, Lilynette." After a moment of silence. "You ignoring me?" he suddenly bashed his left pistol against his head.

"Ouch!" the pistol screamed out. "That hurt! That's my head! What're you gonna do if it splits open, moron?"

Calmly regarding the pistol, he tucked the other one away and began twisting the end of the left one.

"Ow!" the pistol cried. "Ow! Ow! Ow! Ow! That's my butt! You know darn well that's my butt, you jerk!"

Baraggan scoffed as he saw this. "Do you really intend to fight me, Starrk?" he asked. "You may be the Primera, but not even you are a match for my power."

Starrk looked over at Baraggan, pulled his other gun and fired at Baraggan. A Cero erupted from his gun and shot straight towards Baraggan. The Segunda Espada quickly used Sonido to dodge it and appear behind Starrk. He swung with his Gran Caída but Starrk used Sonido to put some distance between them. He began firing with both of his guns. Cero shot from his guns and towards the robed skeleton. Once again, he dodged using Sonido. Starrk looked over to the right, where Baraggan had dodged to.

"If I'm no match for your power," Starrk said. "Why are you running?"

Baraggan yelled as he shot a wave of Respira at Starrk. Starrk calmly used Sonido to take to the skies. Once he was right above Baraggan, his right gun at Baraggan.

"Cero Metralleta!"

In an instant, he unleashed a powerful barrage of Ceros simultaneously. As soon as he fired them, they fused together into one gigantic Cero that shot down towards Baraggan with incredible speed. The result was a gigantic explosion that wiped out possibly multiple city blocks of Karakura Town.

"Did…did he get him?" Suì-Fēng asked.

"Not yet," Paradox told her. "Baraggan is stubborn and arrogant. The battle's not over yet."

Starrk turned around to see Baraggan floating behind him. "I see," he said to the Segunda Espada. "I figured out why you're running. You can't dissolve my Ceros fast enough can you?"

If he had normal eyes, Baraggan would have narrowed them at him. "What did you say?" he asked.

"The rate of your Respira depends on the size and speed of the object it's affecting," Starrk observed. "But my Ceros are too big and fast for you to dissolve them in time. That's why you're running away."

Baraggan was trembling with rage again. "Do you think you can frighten me, Starrk! Shinigami, Humans, Hollows, Arrancar, their respective differences, quarrels, wills, freedom, beasts, plants, the moon, the stars, the sun are all beneath my contempt. In this world, my power alone is absolute. All other things are equal in their puniness. I possess the supreme! This world should be under my rule! Equality cannot be born amidst opposing forces. Behold, in my cavernous eyes, your lives and that of ants are exactly the same."

"Perhaps," a voice said behind him. "But even ants have a rather nasty bite."

Baraggan turned around and came face to face with Professor Paradox. He was floating right in front of him. In his face. No one could ever get that close to him unless he wished it and he did not. Yet, Paradox did not crumble away to bone and dust. He just stood there like he had all the time in the world.

"I'm afraid your thoughts are nothing more than common place arrogance and delusions of grandeur," Paradox told the Segunda Espada.

Baraggan trembled. How? How could this man not be affected by his power? His power was absolute! No one could withstand it. Yet this man…this man did not so much as age a little bit. No! No! NO! Howling in fury, Baraggan raised his Gran Caída. If he could not age this man to dust, then he would cut him down where he stood!

But the next thing he knew was a wave of energy shooting over his head and destroying the top of his Gran Caida. Baffled, Baraggan brought his arm back down to look at his now destroyed weapon. Furiously, he looked back over at Starrk. One of Starrk's guns was smoking, indicating a shot.

"You always were pretty full of yourself," the Primera said to the Segunda.

"Aaaaaaaaaaaaaaah!" Baraggan roared as he unleashed a massive of Respira towards his former comrade.

However, Starrk used Sonido to appear down below on the streets of the city. Baraggan looked down as Starrk pointed one of his pistols at the Segunda Espada.

"Game over," he said to Baraggan. "If you want to leave, I won't chase after you."

"Be silent!" Baraggan yelled. "How dare you mock the God of Hueco Mundo!"

Starrk sighed. "Fine. I don't like saying stuff like deathblow but it looks like I got no choice." He took aim with his pistol. "Here comes the deathblow!"

Starrk fired. Baraggan unleashed his Respira but saw that Starrk was doing his Cero Metralleta attack. He kept firing Cero like there was no tomorrow. If his eyes could widen, then Baraggan's would have. In under minute, Starrk had just fired a thousand Cero! And they all fused to make the biggest Cero ever to be seen. Even with Respira eating the Cero away, its size and speed were too much. Baraggan could do nothing as the Cero came straight at him.

"Noooooooo!" Baraggan yelled as the Cero started to engulf him. "Aizeeeeeeeeeeeen!"

In a blinding flash of light, Baraggan was completely destroyed by the colossal Cero. Not a single trace of him was left.

"So passes Baraggan Luisenbarn," Paradox said quietly. "God of Hueco Mundo."

Starrk simply looked at the ground. He was a little bit guilty that he had killed someone who used to be his comrade and he was bothered that it was Paradox who commented about Baraggan instead of Aizen.

"You made the right choice,"

Starrk turned around to see Harribel and Nelliel standing next to him.

"I know it was hard," Nelliel told him. "But it will be worth it. Ben…Ben is worth more than Aizen will ever be."

Harribel nodded. "Understand, Starrk," she said. "Ben is a true friend. One that Aizen will never be."

Starrk looked at the ground. "Think he'll be upset about this?"

"He's not fond of killing," Nelliel admitted. "But due to Baraggan's nature, I guess it could not be helped. It's sad. Even when he became an Arrancar, Baraggan was so blind."

Starrk nodded at that. "Well," he said. "Guess we better go lend a hand."

The two girls nodded in agreement. They wanted to get back to Ben as soon as possible.

* * *

From where he stood, Aizen watched all these events take place. He had seen his Espada betray him, his old colleagues, the Visoreds, show up, and he saw Baraggan die. How ironic it was that the one Espada who didn't betray him was the one who hated him the most. He looked over at Gin, who was battling Shinji.

"That's enough, Gin," he told his subordinate.

"What?" Shinji asked as he and Gin stopped fighting.

Aizen smiled at Shinji as he surveyed the others. They were done destroying the Hollows and had gathered into one big group of people.

Down below, Mashiro was with a fallen Wonderweiss. The guy had been pretty upset when she had killed his gigantic pet with her Mashiro Super Kick. He tried to shoot a Cero at her but got knocked down for his trouble. "Oooh, this is getting interesting," she said as she saw Aizen preparing to fight everyone.

Next to her, Wonderweiss began to get up.

"Mashiro!" Kensei yelled to her.

"I know," Mashiro said, kicking Wonderweiss across the head, sending him crashing into a nearby building.

"Mashiro!" Kensei called. "Fighting this level of opponent will exhaust you. Take off your mask before your time runs off."

"You're so dumb, Kensei," Mashiro said while doing an anime pose. "You don't know how long I can stay Hollowfied. 15 hours! 15 hours! I can do this all night!"

Her attention was drawn when she saw Wonderweiss flying at her. Calmly, she grabbed his head. "Just give it a rest," she said as she slammed him face first into the ground. Wonderweiss got back up and let out a loud cry. He reached out for her and managed to grab her scarf. Before she could do anything, Wonderweiss threw Mashiro many blocks away. Fortunately Mashiro was able to stop her momentum and looked down at her now torn scarf.

"How dare you!" she cried. "You ripped my favorite scarf! I'll never forgive you! Mashiro Super Cero!"

She fired a green Cero at Wonderweiss. Before it could hit him, he let out another loud cry that was able to disperse her Cero but that didn't stop Mashiro who charged right at Wonderweiss. Suddenly her mask shattered. Before Mashiro could get her wits together, Wonderweiss slammed his fist into her face. Her body lurched back from the blow as blood shot from the wound. His tongue sticking out, Wonderweiss pulled his other fist back to hit her.

Just as it was about to connect, Kensei appeared and caught Wonderweiss's fist in his palm. Mashiro was cradled in his other arm.

"Aaaaaaah?" Wonderweiss asked. Kensei looked at him.

"Sorry, but I'm not the sort of adult who goes easy on kids!"

Tossing Wonderweiss to the side, Kensei ran over to building and placed Mashiro down.

"K…Kensei" Mashiro said weakly. "Are you…gonna avenge me?...heheh…"

Kensei frowned at her. "What're you looking so happy about? You ended up like this because you didn't listen to my warning. Like I'd avenge such a blockhead." He pulled out his blade. "I'm just gonna give this annoying little kid…a taste of my fists."

Wonderweiss came flying at him.

"Bankai!" Kensei yelled. "Tekken Tachikaze!"

In a burst of energy, Kensei had gained two large knuckle blades that he held in each hand. Purple bands wrapped around his arms like armor and thicker bands arched, protruding from under his shoulders and hung behind him, over his head.

Yelling their heads off, Kensei and Wonderweiss charged at each other. The result was a massive explosion that took place behind Aizen. He gave it no need as he looked at his enemies all gathered to defeat him.

"Shall we get started?" he asked the crowd. "The Gotei 13, my treacherous Espada, and you shoddy Arrancar wannabes?"

Azmuth glared at Aizen. He could already tell that this man was nothing but bad news. Probably worse than Aggregor was. If he was as powerful as Paradox told him he was, then perhaps only one transformation in the Ultimatrix would allow Ben victory. However, where was Ben to being with?

"I wouldn't be too quick to go near him," Shinji told everyone. "With Aizen's ability, if you go near him without a plan in mind, you'll be done for before you begin."

Hiyori scoffed. "We know that."

Shinji frowned at her. "Loosen up that grip on your blade, Hiyori," he told her firmly.

"Charming," Aizen said, drawing everyone's attention back onto him. "You were always one to care deeply for others, Captain Hirako. However, "You'll be done for if you go near him without a plan in mind" is an amusing thing for you to say."

"Whether you approach me carelessly…with the utmost of care…or indeed refrain from approaching me at all… the outcome will be the same. I speak not of the future, you understand. All of your fates…have already been established. They cannot be escaped."

The Visoreds began to tense.

"He's trying to provoke us!" Shinji yelled. "Don't listen!"

"What have any of you to fear?" Aizen asked. "Every one of you died…that night one hundred years ago."

Finally Hiyori snapped. She was not going to allow this man to get away with this anymore. She charged at him with everything she had.

"Hiyori!" Shinji cried

Aizen just watched in amusement as Hiyori came at him. She raised her blade, eager to cut him down, but then she froze. She looked behind her…and saw that her legs had been sliced clean off. Gin, who was now holding an incredibly long sword, watched her as she fell to the ground.

"And that's one down." Gin said as his blade shrunk down.

Matsumoto glared daggers at Gin, furious at what he had done.

"Hiyori!" Shinji cried as he went down to grab her.

He needn't bothered though. Pink energy shot out and created a platform for Hiyori to land on. Shinji turned to see Gwen, standing in the air using her mana platform with Kevin next to her. Hachi floated in the air next to them.

"I'll look after her, Shinji," Hachi told her comrade as he walked over to the fallen Hiyori.

Shinji nodded at Hachi, and then he turned to face Gwen, who had a horrified look on her face as she looked at Hiyori as if she couldn't imagine someone doing something so cruel.

"Thank you," Shinji said to Gwen. His words snapped Gwen out of her daze and brought her attention over to him.

"No problem," she said weakly, finding her eyes drifting back to Hiyori.

Shinji glared back up at Aizen, who just continued looking at him with that annoying smile on his face. "Hirako Shinji," Aizen told him. "Do you hate me? If you hate me, then come. I will unsheathe my sword, especially for you."

Shinji's eyes narrowed and his grip tightened on his sword. "Paradox?" he asked.

Paradox looked down at Shinji. "Yes?" he asked.

"Can he do it?" Shinji asked him. "Can Ben really win?"

Paradox's smile widened. "Absolutely," he said without a moment's hesitation.

Shinji nodded. "That's good enough for me." He shot into the air to face Aizen.

"'Can Ben really win?'" Aizen repeated. "You seem to put a lot of faith in that boy. Even more so than Kurosaki Ichigo."

Shinji looked at Aizen deadpanned. "He has taken you out from the inside," he told. "He did what none of us thought possible. He turned your own followers against you. Not to mention…"

"Shush," Paradox said amused. "No spoilers." Shinji gave him an irritated glance before looking back at Aizen.

Aizen's smile widened. "Oh? Does Ben have some trick up his sleeve that will guarantee him victory against me?"

"Well," Paradox said with a shrug. "That would be telling wouldn't it?"

"Ben Tennyson is powerful, but he cannot fight in this league," Aizen said.

"And I say he can," Paradox said. "Won't it be fun to see which of us is right?"

"Indeed it will," Aizen agreed.

"If anyone can defeat you, Ben can!" Apacci yelled. "We believe in him!" Mila Rose and Sung-Sun nodded in agreement.

Aizen looked at her. "Believing in someone is the same as depending on them. That is something the weak do. We have no use for it."

Shinji regarded Aizen curiously. "How can you say that will all those followers of yours? I'm sure you asked them to trust you."

"No," Aizen told him. "I never asked them to trust me at all. I told them to come with me, but I never told them to trust me and I always told them not to trust anyone, including myself. Sadly, there are not many strong enough to do that."

Harribel, Nelliel, and Starrk all frowned at hearing Aizen's words. The flat out truth came out. Aizen really didn't give a damn about them at all. Hearing that gave Starrk a sense of…satisfaction for joining Ben's side.

"All creatures place their faith in someone more powerful than them and they cannot survive unless they blindly follow that person," Aizen went on. "The recipient of that faith then seeks out someone in an even higher position in order to escape that pressure. That person then seeks out someone even more powerful that he must put his faith in. In this way, all kings are born and in this way, all Gods are born. Do not believe in me yet, Hirako Shinji, for now I shall show you the God that you will put your faith in. Believing in me comes after that."

Azmuth snarled in anger. Aizen was the most despicable person he had ever met. Not even the Highbreed were this bad. Where was Ben Tennyson at? Why wasn't he doing something about this?

* * *

Back over with Komamura and the others, Diamondhead had snapped to attention when he heard Shinji crying out. What was going on?

Tōsen looked over in the direction of the battlefield. "I'm surprised Aizen-sama is out on the frontlines himself."

Now Diamondhead had enough. Furious, he grabbed Tōsen by the collar and lifted him up.

"How can you sit by and let this happen!" he yelled, "How can you not care!"

Tōsen regarded Diamondhead. "You have allowed them to corrupt you, Ben," he said. "We should be fighting alongside each other, not against each other."

"If fighting you means stopping people from dying," Diamondhead said as he let go of Tosen and took a fighting stance. "Then I will!"

Tōsen sighed. "Be warned, young Ben. If we must fight, then I shall show you my true power."

"Your Bankai?" Komamura asked. "Fine with me. We'll…"

"Don't make me laugh," Tōsen said to Komamura. "Aizen-sama has given me something far more powerful than a Bankai.

He brought a hand to his face. Komamura and Hisagi's eyes widened.

"Tōsen !" Komamura yelled. "You can't mean..."

With a face of his hand, Tōsen was engulfed by an explosion of spiritual energy. Diamondhead, Hisagi, and Komamura had to cover their eyes from the aftereffects.

"Tōsen ," Komamura said quietly before yelling. "Have you fallen that far! Tōsen!"

Hisagi managed to open his eyes slightly. "Captain."

The smoke cleared. There stood Tōsen, his face covered by a pure white mask that left no part of his face visible.

"What is that?" Diamondhead asked. The mask was like the one Ichigo and those other guys were wearing. What was up with them?

"Hollowfication,"

Diamondhead turned to look at Hisagi, who was looking at Tōsen while trembling. "Is that…is that a Hollowfication, Captain Tōsen!"

"It is," Tōsen said plainly.

Hisagi had a pained look on his face. "Why?"

In reply, Tōsen suddenly appeared and slashed Hisagi down his side. Blood shot out of his new wound.

"Hisagi!" Komamura cried.

Diamondhead decided it was time for action. Komamura yelled "Tenken!" A gigantic arm holding a sword came out of nowhere and brought its sword down to slice Tosen. Tōsen raised his blade and blocked the giant sword.

"What?" Komamura shouted, shocked.

Tōsen pivoted his body, ready to spin kick Komamura in the side, and he probably would have too if Diamondhead hadn't tackled him. Before Tōsen had the chance to attack, Diamondhead brought back his fist and punched Tōsen dead on. After the punch, Tōsen turned his face so that he was looking at Diamondhead. He slammed his own fist into Diamondhead's body. Although his body prevented him from being wounded, the blow sent him crashing down into the streets below. Dazed, Diamondhead looked up at Tōsen, who had turned to look at Komamura.

"It's strange," Tōsen said to the wolf-like captain. "That half-shinigami boy of yours has the same Hollowfication powers. So why is the same thing despised in me?"

"Kurosaki Ichigo did not ask for Hollowfication," Komamura replied. "But not so with you. You had more than enough strength as a Shinigami, yet you set foot down this path of your own volition. So you have fallen, Tōsen !"

So that was it? Those masks granted Hollow powers. That explained how that one guy could shoot a Cero. But…why was it wrong to have Hollow powers? They looked cool to Ben.

"Fallen?" Tōsen asked. "Why is it falling for a Shinigami to become more like a Hollow? That only makes sense if you have a narrow, black-and-white view of the world."

Diamondhead shook his head in confusion. Tōsen had spoken to him before about justice and stuff like that. What did this have to do with anything?

"That's not true!" Komamura yelled. "You betrayed your friends, your troops, your allies! All for the sake of power! That is why I say you have fallen!"

"Komamura," Tōsen whispered softly.

Just then, a chain wrapped around Tōsen's neck and yanked him backwards. Diamondhead saw that it was Hisagi who pulled Tōsen into one of the buildings. After he did so, Hisagi pinned Tōsen to the ground with a hand on his throat and a weapon that looked like a bladed pinwheel aimed at Tōsen's head.

"I guess I rushed in too soon," Tōsen said. "I underestimated you."

"No," Hisagi replied. "I reflexively sidestepped. I keep my sword out so I'm able to sidestep at any moment. Captain Tōsen, you taught me this."

Diamondhead sighed. Tōsen had apparently hurt a lot of people when he joined Aizen's side. He needed to stop Tōsen here and realize what he did was wrong but he wasn't going to be able to do that as Diamondhead. He needed a form that could really pound it in and he felt that this battle required him to bring out the big guns, literally. He needed Way Big. He touched the Ultimatrix dial.

"Water Hazard!" he yelled after transforming. He looked at himself in annoyance. "Are we really going through this?" he asked the Ultimatrix dial.

Then he heard a crashing noise. He turned to see a fallen Hisagi lying on the ground and looking in bad shape. Blood was pouring out of his stomach and it looked like he got slashed there. He was about to run over to him and help him when…

"Bankai!" Komamura yelled.

Water Hazard turned around to see an armored giant in samurai-like getup rising to its feet. This was Komamura's Bankai! That thing was as big as Way Big!

"Kokujo Tengen Myoo!" Komamura yelled.

Tōsen faced the giant calmly. "Fool," he said. "You see how powerful I am yet you still think your Bankai can defeat me? You fool."

"Tōsen," Komamura said as he glared at Tōsen.

* * *

Farther away, Harribel and Nelliel sensed the powerful reiatsu spiking. They could sense another as well.

_Ben!_ the two realized. In less than a flash the two vanished but everyone else was too distracted to notice. They were watching the confrontation between Aizen and Shinji.

"So you've finally unsheathed your sword," Shinji noted. "You sure are taking your time. Are you scared?"

Aizen smirked at Shinji.

"You can't just ignore me," Shinji told him. "I don't care how strong you are, you must be at least a little worried. 100 years ago, you said to me that I never opened my heart to you, never gave you any information, never tried to engage with you. And so, you don't know my Zanpakuto's powers. Listen to me, Aizen. If you think your Kyoka Suigetsu is the only Zanpakuto that can control the senses, you are very, very wrong."

Shinji held his sword out in front of him. "Collapse, Sakanade!"

* * *

The battle between Tōsen, Komamura, and Water Hazard was heating up. Tōsen had managed to slash the giant's arm. A cut wound appeared on Komamura's own arm. Tōsen leaped into the air and over the giant's head… where Water Hazard was waiting for him. Water Hazard unleashed powerful jets of water from his hands and Tōsen got hit head on. The water sent him flying back where he was wide open for an attack by Komamura's Bankai. That was exactly what happened when one of the giant's massive arms slammed into him. Tōsen went flying further but he stopped himself in time. His left arm was at a twisted angle and looked completely messed up. Apparently not bothered about the arm, Tōsen regarded his two opponents.

"A rather unique form of yours, Ben," Tōsen said to Water Hazard. "Using water like that to harm me." He looked over at Komamura now. "However, Komamura, if I wound that giant, it wounds you as well. That is a rather inconvenient Bankai. It is so powerful I guess it never occurred to you that you might not fell your enemy in one blow, much less that there might be a counterattack."

After a few sickening pops, Tōsen 's arm was completely healed.

Water Hazard's eyes widened as he realized what it was. "High Speed Regeneration!"

Komamura sighed as he heard this. "You really have given up being a Shinigami…Tōsen ."

"Under these circumstances," Tōsen replied. "That just sounds like sour grapes, Komamura. You said that I had fallen, that I had fallen because I betrayed my friends and followers, for the sake of power. However, let me ask you this…If one has joined an organization for the sake of revenge, would it not be falling to forget one's goal and live instead a peaceful life within said organization?"

Water Hazard was confused by Tōsen's words at first, but then the truth hit him like a train wreck.

"I may not be able to see," Tōsen continued, "But to me that looks like the greater fall."

"Tōsen," Komamura said softly. "You…became a Shinigami…"

"For revenge," Tōsen said. "Did you never think to wonder why I should join the same organization as the murderer of my closest friend!" As he said this, a crack began to form and spread around the part where Tōsen's mouth should be.

"I…" Komamura said weakly. "I thought it was for justice. I believed in you when you said you wanted justice for your lost friend."

"Exactly," Tōsen told him. "Justice."

Komamura couldn't take it anymore. "Then…"

"What is justice!" Tōsen and Komamura cried at the same time..

By now the crack had spread enough and now Tōsen's mask had a disturbing looking mouth. His chest and shoulders were now covered by some kind of white armored plating.

"What is justice!" Tōsen roared again. "Forgiving the person who killed the person you love! That is truly virtuous! It's beautiful! So much that I can't bear to look upon it! But does being virtuous imply justice! No! Living on in life of peaceful harmony without avenging your fallen friend is wickedness! Ben!" he yelled to Water Hazard. "Did you not punish Nnoitra when he hurt your companions? How is that any different from what I am doing right now! You are accusing me of being evil when you are nothing but a hypocrite!"

"That's not true!" Water Hazard yelled. "Okay, I can understand you being mad at the guy who killed your friend but that doesn't mean that everyone else is to blame."

"They allowed him to get away with her murder!" Tōsen yelled. "He was not punished at all for his crimes! You say you want to help people, Ben. How can you let such evil deeds go unpunished!"

"Tōsen," Water Hazard said. "I can understand that you want to avenge your friend but this isn't the way."

"This is the only way!" Tōsen yelled. "This is justice!"

"I see," Komamura said, causing Tōsen and Water Hazard to bring their attention over to him. Komamura was looking up at Tōsen. "Apparently, I misjudged you. If this is how you truly feel, then you and I are destined to be in conflict."

"Does that mean you'll kill me now?" Tōsen asked. "Is that your justice, don't make me laugh."

"Yes," Komamura said. "It is justice. If we have a fundamental disagreement then it is useless to try and convince you otherwise. I must kill you for the sake of Soul Society."

"NO!" Water Hazard yelled. He raised one arm at both of the captains and fired a jet of water at them. Komamura could do nothing as the blast of water hit him head on and knocked him off his feet and hit the ground.

"Ben Tennyson," Komamura said. "What are you doing?"

"We don't need to kill him," Water Hazard said firmly. "No one's dying on my watch."

"How virtuous, Ben Tennyson," Tōsen said. Unlike Komamura, he had managed to dodge the water blast. "But if you stand in my way, then I have no choice but to kill you."

"It doesn't have to be this way!" Water Hazard yelled. "This isn't justice! This is massacre!"

"This is purging the world of evil beings!" Tōsen countered.

"Do you even hear yourself talking?" Water Hazard asked. He fired jets of water at Tōsen but Tōsen simply disappeared and reappeared next to Water Hazard. Water Hazard fired a blast of water at the same time Tōsen attempted to slash him. The water blasted Tōsen backwards and into wall behind him. Tōsen then took to the sky to get away from the water blast.

"So we have truly become enemies have we, Ben Tennyson?" Tōsen asked. "Then I shall fight you with everything I have. Behold, my Resurreccion!"

Water Hazard froze. As far as he knew Resurreccion was the ability Arrancar demonstrated to unlock their true forms.

"Suzumushi Hyakushiki!" Tōsen pointed his sword downward. "Grillar Grillo!"

Tōsen's body was covered in massive body of darkness. Water Hazard and Komamura watched as the blackness took shape. Before the two fighters' eyes, Tōsen became a gigantic insectoid Hollow. The darkness had become black fur, with a large Hollow hole in his chest. He had four long arms with clawed hands. Two spiral horns stuck out of his now hunched back. The points had rings and chains hanging around them. His head was like that of a cricket with jagged teeth. He had a long busy tail and two pairs of wings. His face had bulbous eyes that opened up.

"I can see you," Tōsen cried happily. "I can see you!" he began looking all around. He looked into the sky "So this is the sky!" He looked at the fallen Hisagi. "So this is blood!" He looked all over the place. "So this is the world!" He looked back at Water Hazard and Komamura. "So that is what the two of you look like. Komamura. You are uglier than I thought."

Water Hazard narrowed his eyes the same time Tōsen looked at him. "So that is Water Hazard. I think you picked an ugly form, Ben."

"Okay," Water Hazard. "I am definitely going to need Way Big now." He touched the Ultimatrix dial and transformed into…

"Echo Echo!" the small humanoid grey alien cried out his name. He groaned in frustration. "Aare. You. Kidding. Me? Do. You. Want. Me. To. Get. Killed?" he asked the Ultimatrix dial.

Tōsen burst out laughing at Ben's newest form. "Do you honestly think you can stop me with that tiny form? You underestimate me, Ben Tennyson!"

Echo Echo glared at him. "You. Underestimate. Me!" he countered. He then activated the Ultimatrix again, causing the four spokes to pop out. A wave of green energy swept over Echo Echo, turning him blue and making him taller.

"Ultimate Echo Echo," announced the newly evolved alien. His appearance was now more robotic than his previous form but now he has blue metallic skin, with 15 blue, removable speaker-like components attached to his body, an overall rounded design, and with longer arms and legs. There was also no sign of his power control pack, or the cassette-like tapes on Ultimate Echo Echo. His voice was now more robotic-sounding, similar to a speaker. His mouth didn't move when he spoke. Ultimate Echo Echo was also taller; about Ben's height, and had no feet; just legs. He looked upon Tosen with his large green eyes. "Tosen, I'm saying this only once." He took a fighting stance. "You are going down."

Tōsen raised his hand, prepared to strike them down but Ultimate Echo Echo was faster. Using his supersonic abilities to fly, he shot towards the giant bug in a move that rivaled Sonido and Shunpo to punch Tōsen right in the face. The speed of the blow was enough to send knock Tōsen backwards. Ultimate Echo Echo did not stop there. He flew in front of Tōsen's head and began punching his face repeatedly.

"Is that the best you can do?" Tōsen asked him. "I expected more from you, Ben Tennyson."

Narrowing his eyes, Ultimate Echo Echo punched Tōsen in his right eye.

Tōsen yelled in pain as he brought a hand to his eye and rubbed it fiercely before glaring at Ultimate Echo Echo with his other good eye. Furiously he swatted Ultimate Echo Echo with his upper left arm. The blow sent Ultimate Echo Echo slamming into the ground. He was dazed, shaky, and he did hurt from the impact but he could still fight. Wobbling back to his feet, Ultimate Echo Echo flew back to continue the battle.

Komamura was prepared to jump in but stopped when he felt two spiritual pressures near him. He turned his head to see Nelliel and Harribel standing next to him. The two were watching Ultimate Echo Echo and Tōsen fight. He looked at them.

"Will you be fighting too?" he asked them. The two looked at him in turn.

"Ben does not appear to require our help at the moment," Harribel said. "But we will never let anyone take Ben away from us. The moment he needs us, we will intervene."

Nelliel had gone over to Hisagi, who had fallen in battle to Tōsen. She scooped him up as she looked at Komamura. "Was that man…your friend?" she asked, indicating Tōsen.

Komamura looked at the ground. "I thought he was, once."

Harribel and Nelliel softened their eyes at Komamura. Like everyone else, Tōsen had been deceived by Aizen.

Komamura looked at them before looking back at Tōsen. "Can…can Ben Tennyson convince Tōsen to turn against Aizen?"

"Ben opened my eyes to that man," Harribel said to the captain. "Ben saved me and I believe that he can save Tōsen as well."

Tōsen tried to swat at Ultimate Echo Echo with his claws, but the robot-like alien was zigzagging back and forth, using his abilities to move with ease. It was like he had his own Sonido now. He shot forward and uppercut Tōsen. While Ultimate Echo Echo's strength was not that impressive compared to some of Ben's other forms, his more powerful sound abilities now made him the fastest of his aliens and with enough speed, anything could hurt. Growling in frustration, Tōsen slashed at Ultimate Echo Echo with all four of his claws but the robotic alien shot high into the sky above Tōsen and then, using his sound powers to boost his speed, dive-bombed the freaky cricket. His attack had enough force to send the giant insect crashing into the ground below.

"Did I get him?" Ultimate Echo Echo asked himself as he flew out of the rubble the impact had created. He got his answer soon as Tōsen's colossal body began rising. "Oh give me a break!"

"Is this how you intend to defeat me, Ben?" Tōsen asked, "By flying around the place?" He brought his hands out in front of him and began moving them in circular motion. As he did, lime-green circles began to appear. "Los Nueve Aspectos!"

The green circles turned into sound waves that Ultimate Echo Echo just barely managed to dodge at the last second. The building that had originally been behind him was struck with the full force of Los Nueve Aspectos. It exploded from the blast and crumbled to the ground.

Ultimate Echo Echo's eyes widened as he felt Tōsen bring his attention over to him. But he wasn't afraid. "So it's noise you want?" he asked. With that, he began grabbing the disks on his body, pulling them off, and throwing them at Tōsen. The large insect tried to swat them away but they kept moving around all over the place like a bunch of flies. The disks bypassed all his claws and flew in front of Tōsen and adjusted themselves so that the flat ends faced him. The disks were revealed to be sound amplifiers.

"Hmm?" Tōsen asked as he looked at the disk-like amplifiers.

Sound waves erupted out of the disks full force. While they weren't as big as Tōsen's Los Nueve Aspectos, they could not be ignored, especially since their full power made them capable shattering steel.

"Aaaaaaaah!" Tōsen yelled in pain as the sound waves struck him. He brought his upper hands to his head as he attempted to block the sound out. Not that it did much. He needed to get rid of those disks. He shot out with his lower claws to destroy the disks but they shot away from him and back to Ultimate Echo Echo like boomerangs.

"Impressive sound abilities," Tōsen admitted.

"Tōsen," Ultimate Echo Echo called out. "Aizen's just using you. He doesn't care about justice or anything like that."

"Shinigami are evil!" Tōsen countered. "Do you think they'll let your friends live, Ben? They're Arrancar and the Shinigami hate Arrancar! They'll kill them just because they exist. Where is the justice in that?"

"But what gives you the right?" Ultimate Echo Echo asked.

"Does not a person wronged have the right to take justice into their own hands when others won't?" Tōsen asked back.

"This. Isn't. Justice!" Ultimate Echo Echo yelled. He hurled more of his disks at Tōsen.

The fallen Shinigami prepared to counter the disks when two powerful forces slammed into him. He looked to see Nelliel and Harribel on either side of him.

"We won't kill you," Nelliel assured Tōsen. "But we cannot allow you to harm the man we love."

Tōsen blinked in surprise. He was about to speak when he was struck with even more sound waves hitting his body. He yelled in pain. Furious, he aimed his head at Ultimate Echo Echo. Two glowing orbs of green energy began to form in front of his eyes. He was charging two Ceros at once.

Before he could fire, a gigantic fist slammed into his face. The blow caused Tōsen to turn his head and fire the two Ceros at an angle, missing Ultimate Echo Echo entirely. Dazed, Tōsen turned to see what it was that hit him. He was greeted by the colossal Ayon, who roared at the giant insect for trying to hurt his master. Before Tōsen could act, Ayon began pounding his massive fists into the insect's body.

"Ayon!" Ultimate Echo Echo yelled.

Immediately Ayon stopped what he was doing. Tōsen saw this as his chance as he began drawing circles in the air again.

"Oh no you don't!" Ultimate Echo Echo yelled. He hurled his sonic amplifier disks at Tōsen and they barraged him with sound waves.

Tōsen turned his attention over to Ultimate Echo Echo but it gave Ayon an opening as he smashed his fist into Tōsen's face.

Harribel gathered a large amount of water from the air. "Cascada!"

Nelliel aimed her lance. "Lanzador Verde!"

Their combined attack was Nelliel's spinning lance being covered by Harribel's Cascada attack resulting in a lancing tidal wave. The double attack slammed into Tōsen's body. He shouted out in pain the same time Ayon raised his fist and slammed it into Tōsen. The blows sent Tōsen crashing into the ground again. Ayon was about to go again.

"Ayon!" Ultimate Echo Echo yelled. "Sit boy!"

Ayon immediately halted his attack to look at Ultimate Echo Echo. The robotic alien called back his amplifier disks and flew down to the ground. In a flash of light, he turned back to Echo Echo and then finally back to Ben. He slowly approached the giant bug form of Tōsen.

"Is he…" Ben started to ask.

"No," Komamura said to Ben as he walked towards him. "He is not dead but you have succeeded in putting him out of the fight for the time being."

Harribel and Nelliel knew that they had held back their power when they attacked. Together they could easily kill Tōsen but killing was not in Ben's nature and Harribel did not want to upset Ben. If Ben had not called off Ayon, who knew what the beast would've done.

Ben turned to face the wolf captain. "Are you…?"

Komamura shook his head as he looked at the ground. "No, I won't kill him. I…I think there might still be a chance to save him." He brought his head back up to look at Ben. "And I have you to thank for it, Ben Tennyson."

Ben blinked. "What did I do?" he asked.

Komamura smiled at him. "Don't you have someone else to take care of?"

Ben looked at him for a moment before he realized what Komamura was talking about. Or rather _who_ he wastalking about.

"Aizen," Ben said darkly.

"And about time, I say." Ben and the others turned to see Azmuth standing next to their feet.

"In all my years I have never met anyone as arrogant or so full of himself as Aizen is," Azmuth said with disgust. "Ben Tennyson, since the Ultimatrix is my creation, I order you to use it to stop Aizen if it's the last thing you do!"

Ben smiled at him. "Does that mean…?"

Azmuth nodded. "It does," he said. "Access Master Control!"

The Ultimatrix beeped and in a voice that sounded like a computerized versions of Ben's spoke, "Master Control Unlocked. 1,000,910 genetic samples are now available for access."

Harribel and Nelliel's eyes widened. Ben could turn into that many forms! They looked at Ben, who had a massive grin on his face.

"Alright," Ben said. He looked at Nelliel and Harribel. "Ready to put Aizen in his place?"

Nelliel nodded as picked up her lance. Harribel raised Tiburon. "We'll follow you anywhere, Ben."

Ben nodded. "It's Hero Time!"

* * *

Back above, everyone watched as the battle between Shinji and Aizen was about to begin. Aizen was observing Shinji's Shikai.

"That's an interesting shape for a katana," Aizen complimented.

"Nice isn't it?" agreed Shinji. "Sorry, but you can't have it."

After releasing itself, Sakanade's pommel had become a round ring and it was rotating in Shinji's hand without actually coming in contact with it. The first few inches of the blade were covered by an extension of the cross guard. The blade itself had become straight and slim with the tip ending in a slanted razor-like. Five holes run along the sword's length.

"I find it strange that it does not give off any particular kind of aura," Aizen noted. "Did I hear wrong about it being able to control the five senses?"

Shinji grinned. "Take a look around, as it's already changing," he said.

Aizen looked at him curiously.

"Don't you think it has…a nice smell?"

Aizen's eyes widened in shock as Shinji's grin widened. "Too late to hold your breath now, Aizen Welcome to the inverted world."

Shinji and the town now appeared to be upside in Aizen's eyes. Shinji just continued grinning. "Your senses have been inverted. Like being caught in a game of Tetris. Of course, you never played games did you, Aizen?" He flew forward, ready to slash Aizen. "Everything's the opposite. Up is down. Left is right."

"Forward is backwards," Aizen said as he spun around to block Shinji, who had appeared behind him. He blocked Sakanade with Kyoka Suigetsu. "Did you really think that would fool me?" he asked.

Suddenly his left started bleeding as a slash wound appeared on it. "What?" he asked.

Shinji smiled. "Gotcha. Your eyesight and where you get cut is reversed too. Can you fight when up and down, left and right, front and back, and the direction you take damage are all mixed up inside your head? No you can't. Nobody can. The stronger you are, the more used you are to combat, the more likely your body is to react to what you see!"

He went to attack Aizen again…but he vanished! Aizen was right behind him.

Aizen spoke, "I was trying to figure out what your power was and now I see it is nothing more than an optical illusion." Blood shot out of Shinji's back. He hissed in pain as he turned to glare at Aizen. Aizen turned back to look at him. "By controlling the five senses," he said. "You can't even begin to compare to my power. There is no problem once you get used to it. It is nothing more than child's play."

"Aizen!"

Aizen drew his attention to one of the skyscrapers. Ben stood there with Harribel and Nelliel on either side of him. His arms were folded and he had a look of pure anger on his face.

"It's time to end this!" Ben shouted.

"I missed you, Ben," Aizen said. "Welcome back."

"Back and better than ever," Ben agreed. He unfolded his arms and activated the Ultimatrix. "Let's do this!"

He slammed the dial down and turned into Jet Ray. The Aerophibian flew towards Aizen and fired his neuroshock beams. Aizen lazily used Shunpo to dodge them and appear at Jet Ray's side.

"You were good enough to be one of my Espada, Ben," Aizen said. "But you are not even close to my level."

He was about to slash Jet Ray when he detected Ayon behind him. In a fast motion, Aizen sliced off Ayon's hand and created a two gigantic slash wounds on his chest. Ayon screamed in pain as he fell down to the city below.

"Ayon!" Jet Ray cried. He turned his attention to Aizen. Fine then, if that was the way he wanted to play. He touched the Ultimatrix and turned into Big Chill. As soon as he transformed, he used his abilities to turn intangible and fly straight towards Aizen. Aizen turned around just in time for Big Chill to fly through him and encase part of his body in ice.

Hitsugaya's eyes widened. "He has an ice form too?"

Aizen calmly looked down at the ice that had encased his body. Smiling, he unleashed a burst of spiritual pressure that shattered it. He cast an eye at Big Chill.

"Good thing you became intangible, Ben," he complimented. "I don't think you could've withstood my spiritual pressure."

Just then he felt something press into his shoulder. He tilted his head to see Starrk pointing one of his pistols into Aizen's shoulder.

"Aizen," Starrk said. "I'd like to hand in my resignation."

Aizen used Shunpo in time as Starrk fired a Cero at him. Aizen raised Kyoka Suigetsu.

"I never imagined that I would have to cut down my own Espada," he said as he prepared to stab Starrk but Big Chill tackled him.

"Not on my watch, Aizen," Big Chill said. He touched the Ultimatrix dial again and transformed into Ultimate Big Chill. He opened his mouth and unleashed his ice flames upon Aizen. Aizen used Shunpo to dodge the flames and attempt to attack Ultimate Big Chill again. Fortunately Ultimate Big Chill was able to turn intangible at the time. Aizen smiled as he looked at his opponent.

"To be honest, Ben," Aizen admitted. "I always wondered what it would be like if I fought you."

Ultimate Big Chill was about to speak when he became aware that the sky was opening up behind Aizen. At first he thought he was seeing things but then the sky seemed to shatter as someone came out. It was Ichigo and he had his sword ready to cut Aizen down!

**End of Chapter.**

**Now here's a special treat for the next chapter:**

_"Aizen!"_

_Aizen turned around to see Ben slowly getting to his feet. The boy had spirit, Aizen gave him that. Despite being beaten, battered, and bruised, he refused to give up._

_"We're not done yet!" Ben yelled before grunting in pain._

_"Not done yet?" Aizen asked. "I am being merciful by not killing you but if you are so eager to die, Ben, then I will grant it to you. Then perhaps you can be with them again."_

_Ben's eyes turned to raw fury when Aizen said that. "I...I still one last form! One that can beat you no matter who strong you get!"_

_Aizen raised an amused eyebrow. "Even now you kept a form hiding from me? Did you not think you could defeat me by holding back your true power?"_

_Ben grit his teeth as he struggled to keep his temper under control._

_"Show me, Ben Tennyson," Aizen challenged. "Show me this transformation of yours."_

_Ben's eyes narrowed. "You asked for it!" He activated the Ultimatrix._

_Please. He silently. Please let this work! I have to stop Aizen. I have to!'_

_"Here goes everything!" Ben shouted as he slammed the Ultimatrix down. His body was was engulfed in green light._

_It does not matter what he becomes now. Aizen thought. Nothing can defeat me now._

_Soon the green light vanished. And the being that stood for all to see caused even Aizen to momentarily pause._

_"What is that?" He asked.  
_

_ Standing in front of Aizen was a being the likes of which he had never seen. He was a humanoid alien with a completely black body that was covered in stars, had the green eyes all of Ben's forms had along with the Ultimatrix symbol on his chest, and three horns protruding from his head. Three different voices came from the creature despite having no mouth. One was a gruff, male voice, the second was a soft, feminine voice, and the last was Ben's._

_"Alien X!"  
_

**I feel like I could have done better with this but I hope it was too your one. Now that I've got Aizen entering the fight things are really gonna heat up. And don't forget about the poll. Let me know which Ben 10 crossovers you want me to make first. See ya next chapter! And if there weren't any that caught your interest on the poll submit ideas to me.  
**


	15. Karakura Battle Part 3

Disclaimer: Bleach and Ben 10: Ultimate Alien do not belong to me. Not matter how much I wish they did.

Here it is folks, the moment you've been waiting for! I know I said Ulquiorra was going to appear in the battle, but I think I'm gonna make it that he stayed behind in Hueco Mundo to watch over Orihime. Plus, with Alien X appearing, it would have been pointless. I know a lot of you were probably looking forward to him showing, but here's where things get good.

Also, I would like to thank Kamen Rider Chrome, who has been a big help to me with this story.

And it judging from the votes, it looks like a One Piece/Ben 10 crossover going to be made next. And after that it looks like Ben10/Fairy Tail. Aside from this story's sequel of course. I think one more chapter after this should round up this story. Stay tuned!

Karakura Battle Part 3

No sooner had Ichigo burst out of the sky did he unleash his Getsuga Tensho attack. Ultimate Big Chill watched as the darkness engulfed Aizen. At first, it looked like it was all over. Ichigo had hit Aizen point blank, but that thought was dashed when a strange hexagram like barrier appeared right behind Aizen and blocked Ichigo's attack.

"Long time, no see," Aizen said as he turned to face Ichigo. "Ryoka boy."

Ichigo's eyes widened as Aizen dispelled the rest of the attack with his Kyoka Suigetsu. The next thing he did was put as much distance as he could between him and Aizen.

"Nice try," Aizen said. "But you went for the wrong spot. The back of the neck is a blind spot for every living creature. Did you really think I'd go out to battle leaving it unprotected?" The barrier disappeared.

Ultimate Big Chill growled. He was about to attack when Aizen continued talking to Ichigo.

"Let me guess what you're thinking," Aizen said. "You made a mistake. You should have attacked in Hollow form. If you'd attacked while Hollowfied, you would have been able to kill me in one blow." He lifted his blade. "Well, give it a try. I'll show you how conceited it is to think so."

"Aizen!" Ultimate Big Chill yelled at him. "Aren't you forgetting about me?" Aizen's attention, however, was drawn to Ichigo as he donned his Hollow mask.

"That's it," Aizen said to Ichigo. "Come at me."

Having enough, Ultimate Big Chill took a deep breath and fired his ice flames at the man. At the same time, Ichigo charged his sword with darkness. "Getsuga Tenshō!"

Suddenly, Aizen disappeared and then reappeared behind Ichigo. The Getsuga Tenshō and ice flames collided without harming anything but negating each other.

"What's the matter?" Aizen asked Ichigo. "You didn't reach me."

Ichigo turned so that his back was away from Aizen and began making distance between them.

"Ichigo," Ultimate Big Chill called. "What are you doing?"

Ichigo looked at Ultimate Big Chill as his mask started to vanish.

"Ben's right, Ichigo," Aizen said. "Why did you stay back? If you want to hit me, you'll have to be closer. Or, are you afraid to let any part of me out of your sight? That's just stupid."

Ichigo and Ultimate Big Chill glared at Aizen, who just continued speaking.

"It only makes sense to keep your distance when you're evenly matched. Staying away from me is meaningless. Look. Like this…" Aizen was instantly at Ichigo, his fingers on Ichigo's chest. "I can practically touch your heart."

Ichigo swung Zangetsu the same time Ultimate Big Chill tried to freeze him but Aizen used Shunpo to appear right behind Ichigo again.

"Let me ask you something you two," Aizen said to them. "Why are you fighting me? Do you hate me for some reason? You shouldn't."

"You're trying to kill innocent people!" Ultimate Big Chill yelled.

Aizen turned to look at the Necrofriggian. "But is that any reason to hate me? I can tell just by looking at you two that all your friends are safe. You are merely fighting out of obligation. Not out of hatred. You will never reach me like that. Battle without hatred is like a bird without wings. You'll never defeat anyone like that. Your powerless friends are just weights that will break your legs."

Ichigo's face became furious. He was determined to defeat Aizen.

"You're wrong!" Ultimate Big Chill shouted. "I've saved the world countless times. I've saved the entire universe!"

Even Aizen momentarily paused when he heard that. "What did you say?" he asked, his voice faltering for a moment.

"You heard me," Ultimate Big Chill said. "I've saved the world ever since I was ten years old!"

Everyone stared at Ben.

"Ten…ten years old?" Harribel asked. "A mere child?"

"Did…" Suì-Fēng said. "Did he really…?"

"That is correct," Paradox said to her. "Ever since Ben was a little boy, he was already putting his life on the line, ready to help people in need despite having no reason except wanting to."

Everyone looked at Ultimate Big Chill in wonder and awe. Even as a child he was already battling to keep the world safe. A look of respect came in everyone's eyes at Paradox's words.

Harribel looked at Ben in utter amazement. Even at a young age, Ben had been ready to sacrifice his own life for others just because he wanted to help them. Harribel's own aspect of death was sacrifice. Could this…could this be fate? That she and Ben were meant to be together?

"See?" Sung-Sun whispered to her teammates. "Doesn't this prove how worthy Ben is to be with Harribel-sama?"

Apacci and Mila Rose, who were still speechless by this discovery, simply nodded their heads.

Pesche whispered to Dondochakka. "It's official," he whispered. "We need to get Ben and Nelliel-sama together!"

Dondochakka nodded in agreement.

"And I've saved the entire universe from the brink of destruction," Ultimate Big Chill yelled at Aizen. "I didn't need hatred to do that! If I can save the entire universe from destruction, I can beat you!"

"You tell him, Ben!" Shinji cried enthusiastically.

Ichigo and Ultimate Big Chill found themselves surrounded by all their allies. The Visoreds, the Gotei 13, and all the Arrancar who sided with Ben, as did Paradox.

"You two are the only ones who haven't seen Aizen's Shikai," Komamura said. "We will fight to protect you."

Ichigo and Ultimate Big Chill stared.

"What's so important about that?" Ultimate Big Chill asked.

"Aizen's Zanpakuto, Kyoka Suigetsu, has the power of complete hypnosis," Paradox explained. "Anyone who has seen it released can fall under any illusion Aizen wants them to."

Ultimate Big Chill's eyes widened.

"You, Ichigo, and myself are among the few who haven't seen it," Paradox continued. "Which the Gotei 13 want to make sure stays that way."

"You want to fight…to protect us?" Ultimate Big Chill asked.

Nelliel looked at Ultimate Big Chill. "Of course," she said. "I would like to fight alongside the man I love."

"As do I," Harribel said.

Matsumoto blinked. "Wait…they love you too? You've got five girls after you!" A mischievous smile graced her face. "Ooh, Ben. You're a real Casanova aren't you?"

Ultimate Big Chill groaned.

"What are you guys talking about?" Ichigo asked. "That's ridiculous. Most of you guys are worn out."

Ultimate Big Chill realized he was talking about the Gotei 13 protecting them instead about the girls liking him.

"Are you nuts?" Ultimate Big Chill asked Ichigo. "We could use all the help we can get."

"Exactly," Shinji s said. "We all want to help. What's so ridiculous about it? Letting you guys fight alone would be even more ridiculous. We'd all be ticked off if you two fought him by yourself. Don't try and shoulder the burden alone, cheeky brat. This fight…belongs to…all of us."

Ichigo looked down softly. Ultimate Big Chill grinned cockily. "What are we waiting for?" he asked. "Let's get him!"

Shinji grinned. "See?" he asked Ichigo. "Why can't you be more like Ben here? He's got the right attitude."

Hitsugaya made the first move, bringing his sword down at Aizen but the traitor blocked it with his own sword.

"You sure rushed in without a care," Aizen said to the shorter captain. "Don't you value your life, Captain Hitsugaya?"

"Someone's got to get things started," Hitsugaya replied. "Your power will make us lose our chance. I'll give you credit though for not using Kyoka Suigetsu right off the bat!"

Aizen smiled. "And I'll give you credit too," he said. "For being smart enough not to fight me one-on-one."

A barrier suddenly appeared at his side as Kyoraku and Ukitake tried to slash at him with their swords, which were now released. Kyoraku's swords had become huge, heavily curved black Chinese scimitars with silver edges. Ukitake's blades were now thinner and cross guard had extended. There were also cuts inside the blades where second blades were jutting back down and parallel to the main blades. Connecting the two swords was a large red rope like chain at the base of the hilts with silver metal charms attached to the chain.

"Are you trying to say it's underhanded, Captain Aizen?" Kyoraku asked.

"If that's how it sounded, then I must amend my comment, Captain Kyoraku," Aizen replied.

Ultimate Big Chill groaned. "Man I'm really starting to hate that guy."

"Kurosaki, Tennyson," Komamura. "Tōsen is alright. He is being watched over by Hisagi. Tennyson, I would like to thank you. If you hadn't fought him, I may have had no choice but to kill him. So, thank you." Komamura flew towards the battle.

"Hey, Ben," Shinji said. "I wanted to thank you for bringing three of Aizen's strongest Espada on your side."

"Three?" Ichigo asked. He looked beside him and saw Starrk standing next to them. His eyes widened. "Ben…"

"Got to say, Ichigo," Shinji said. "I get along with this guy better than I do you but I'll let you slide since you brought Unohana with you."

"Huh?" Ichigo asked. Ultimate Big Chill looked down to see a kind looking woman approaching Gwen and Kevin.

"Never mind," Shinji said with a grin. "Let's just get rid of Aizen first, eh? Lisa, Love, Rose. Let's go."

And so, Shinji, Lisa, Rose, and the afro man called Love dashed towards Aizen. Ultimate Big Chill and Ichigo watched them do so.

"How long are you two going to stand there?" Suì-Fēng asked them, causing the two to look at her. "You'll only have an instant in which to attack him. At this rate, you'll miss your chance. Don't think we're resigned to dying. We are fighting to live. It sounds good to say we're doing this to protect the world. We are fighting to keep yourselves alive and to keep you alive and to protect everyone from Aizen. Don't miss your chance, Kurosaki Ichigo and Ben Tennyson."

Harribel looked at Suì-Fēng. "You need not worry about that. _We _will protect Ben."

Suì-Fēng made a face at Harribel.

"Aizen will not lay a finger on Ben," Nelliel said firmly.

Starrk sighed. "How did things get this crazy?" he grumbled.

"Shut up, Starrk!" Lilynette yelled from his pistol. "We've got no choice now so suck it up and deal with it!"

Starrk groaned. "Fine."

Suì-Fēng ignored them as she went towards the battle.

Ultimate Big Chill looked at Ichigo. "You alright, Ichigo?" he asked.

"Huh?" Ichigo asked. "Oh, yeah."

"Good," Ultimate Big Chill said. "Let's bring Aizen down." With that, he was about to fly towards the battle.

"Wait, Ben," Paradox said to him. "Not yet. Let the Gotei 13 deal with this first."

"Aizen," Hitsugaya said to his foe as he brought some distance between them. "You said a sword without hatred is like an eagle without wings. You said a sword swung out of duty could never reach you but you don't seem to understand, so I guess I'll tell you. Swinging a sword out of duty alone is what a captain must do. Swinging a sword out of hatred is nothing but violence. A captain cannot call that a fight. Aizen…you were not fit to be a captain."

Aizen smiled at Hitsugaya. "Interesting." He said. "I wouldn't have expected such words from you, considering you're the one who hates me the most out of all the Gotei 13 captains."

Hitsugaya raised his blade.

"Can you really say," Aizen said. "There is no hatred in your sword? Or has your hatred disappeared now that Hinamori-kun has recovered and is down here on Earth?"

Further away, the bun haired girl, Hinamori, flinched at Aizen's words. Matsumoto and the other lieutenants gave her concerned looks. "Momo," Matsumoto said softly.

Kyoraku and Ukitake appeared behind Aizen and tried to slash him with their swords but Aizen used Shunpo to appear behind them.

"How rude," Aizen remarked. "We were in the middle of a conversation, Captain Kyoraku, Captain Ukitake."

Kyoraku smiled as he looked at Aizen. Ukitake on the other hand glared at Aizen.

"I'm afraid that I'm not a very good listener when it comes to men," Kyoraku said. "I get bored just listening."

"Bankai! Dai Guren Hyorinmaru!"

Everyone looked to see Hitsugaya unleash his Bankai.

"You're right, Aizen. There is hatred in my sword. I didn't come here to fight! I came here to kill you!"

Kyoraku sighed. "Don't be so impatient, Captain Hitsugaya."

Hitsugaya ignored him and continued looking at Aizen. "If there is hatred in my sword, then I am not fit to be a captain either. Is that what you want to say?" he asked Aizen. Aizen just continued to look at him silently.

"It's true," Hitsugaya said. "I don't care if I lose my position as captain as long as I can kill you. I will come at you with everything I've got. I won't give you a chance to use Kyoka Suigetsu. Get ready, Aizen!" Hitsugaya positioned himself. "Because even if you're not…I will show you no mercy!"

Hitsugaya shot at him. The first move he did was unleash a wave of ice at Aizen. Aizen dodged the attack by going upwards. Hitsugaya followed up the attack by sending the ice upwards toward the traitor to Soul Society. Aizen smirked as the ice came at him. He brought his blade up to shatter it only for him to see two different attacks coming at him. Komamura had called upon his Bankai and made his giant bring its giant sword down on him. Meanwhile, Love had unleashed his Zanpakuto. It looked like a cross between a really big club and a giant cactus.

"Tenken!" Komamura yelled.

"Tengumaru!" Love shouted.

The two attacks collided with each other. It looked like Aizen had gotten squashed between the two attacks.

"Did they get him?" Ultimate Big Chill asked Paradox.

Paradox had a grave look on his face. "If only it were so."

"Forgive me, Captain Hitsugaya," Komamura said. "I'm joining the fray."

"As you like," Hitsugaya said. "I never meant for this battle to be one-on-one anyway."

Suddenly the giant sword belonging to Komamura's Bankai exploded. Aizen emerged completely unscathed.

"Did you think strength alone could defeat me?" he asked the large captain. "You're too optimistic or rather I think our very understandings of the word strength are too different. I will show you. This…" He suddenly appeared fight in front of Komamura, "Is true strength."

Komamura roared as he made his giant move to strike Aizen. Swiftly, Aizen slashed with his sword. In that one motion, the giant's sword was sliced, his left hand was cut off and a colossal gash ran down his chest.

"Gaaaaaaaaaaaah!" Komamura yelled in pain. Furiously, he moved to slash Aizen with his own sword. Aizen blocked Komamura's sword with his own and then he slashed a huge chunk of Komamura's left side. With a wide eyed expression, Komamura plummeted to the city below.

Aizen became aware of movement behind him. Love was back alongside his companion Rose. Rose was wielding a golden whip-like weapon with a flower-like ornament at the tip. Rose shot his whip towards Aizen, who caught it with his left hand and yanked Rose towards him. Rose was slashed by Aizen, letting go of his whip. In flick of his wrist, Aizen sent the whip towards Love and wrapped him up with it before slashing him across the chest.

Ichigo and Ultimate Big Chill watched in horror as their allies fell.

Lisa tried to take the offensive next. Her weapon had become a gigantic spear-like weapon and she had donned her hollow mask. She tried to stab Aizen from behind but he sidestepped her jab. He spun around and sliced the tip off. Lisa's eyes widened behind her mask.

"So you're hollowfied," Aizen said to her. "But I thought I told you, you are nothing but bungled Arrancar. So…if I can have Arrancar obey me, how do you wannabe Arrancar stand up against me?"

Detecting movement, Aizen turned to see Suì-Fēng standing in front of him.

"Are you mad?" Aizen asked. "What was he thinking, sending in the Onmitsu Kido? Seek not beauty in battle. Seek not beauty in death. Consider not your own life. If you wish to protect that which must be protected, then strike while your opponent's back is turned. That's what every Shinigami learns at the academy, especially the Onimitsu kido."

Suì-Fēng allowed a smirk on her face. "How can a traitor like you speak of such things? It makes me laugh."

"I was once a teacher," Aizen replied.

"The Central 46 must have been joking to make you a teacher!" Suì-Fēng snapped. "No wonder you had them fooled."

"Do not speak ill of the dead," Aizen chasted her. "I had you all fooled as well."

"I'm shocked," Suì-Fēng said dryly. "Do you really think you can fool me?"

Suddenly countless clones of Suì-Fēng appeared.

"Clones, eh?" Aizen asked. "Nice show."

"I'll take that as a compliment," Suì-Fēng remarked. "We don't get much praise in the Onmitsu Kido. So to thank you…I'll use this show to finish you off!"

She and her clones flew towards Aizen. He calmly began lifting his sword out of its sheath.

"Stop!"

Paradox appeared between Suì-Fēng and Aizen.

"What?" Suì-Fēng's eyes widened at the sudden appearance of Paradox. Even Aizen was surprised by this. "What are you doing, Paradox?"

"Stopping you from making a grave mistake," Paradox told her.

"A mistake?" Suì-Fēng asked. "What are you talking about?"

Paradox turned his graven face towards Aizen. "Behold," Paradox said. He snapped his fingers.

The captains widened their eyes as Aizen's body began to shatter as if he was made of glass. In matter of seconds, Aizen was gone and in his place was…

"Hinamori!" Hitsugaya cried.

Everyone stared in horror at the scared and confused Hinamori, who was probably trying to figure out what in the world was going on and why everyone was attacking her.

"What…what did…?" Shinji tried to ask Paradox.

"I removed Kyoka Suigetsu's influence from you," Paradox explained to the Gotei 13. "I have to admit that I hadn't counted on him using it so soon. If I hadn't intervened, you would have hurt young Hinamori here."

"But if that's Hinamori," Ukitake said. "Then…"

Everyone turned to see where Hinamori was originally at but instead they saw the lieutenants falling to the city below as they had been slashed and the one responsible was…

"Aizen!" Hitsugaya yelled, furious at both Aizen and himself. He had been about to freeze Aizen so he couldn't use his Shikai but Aizen had them play the fools if Paradox hadn't stopped them…

"Impressive," Aizen said as he looked over at Paradox, "Most impressive. You were able to shatter my Shikai, something that no one but I should possess the power to do. Whoever you are, Paradox, you are in a different class all by yourself."

Paradox glared at Aizen. "I do not mind flattery on occasion," he said darkly. "But I do not wish to hear words from a man who would so uncaringly throw his own subordinate's life away."

"When did you…" Shinji tried to ask.

"When?" Aizen asked him. "Sure I need not explain to you? The ability of my Kyoka Suigetsu is 'Absolute hypnosis'. I can control the five senses of others whenever I chose, causing them to perceive whatever I wish them to perceive. However," He looked back at Paradox. "I underestimated you, Paradox."

"That's why I'm asking you," Shinji said. "When did you start using Kyoka Suigetsu?"

"Then allow me to ask this of you," Aizen said. "When did you fall under the misapprehension that I was not using Kyoka Suigetsu?"

"Aizeeeeeeeen!" Hitsugaya yelled in fury as he shot towards the mastermind.

"Wait, Captain Hitsugaya!" Kyoraku yelled. He, Ukitake, Suì-Fēng, and Shinji flew towards the smaller captain before he could do something reckless.

"You stand utterly defenseless. All of you."

In the blink of an eye, all five captains were struck down by Aizen. Each had a look of shock and surprise as they plummeted to the ground below.

Ultimate Big Chill felt his body trembling as he saw this. So many people had been defeated by Aizen so quickly.

"Don't give up, Ben," Sung-Sun said to him.

"We know you can win," Mila Rose told him.

"You said you saved the entire universe before," Gantenbainne said, "And I believe you. If you can do that, kid. You can do anything."

"Ben," Nelliel said softly. "You've come this far. Don't let Aizen stop you now."

"We'll follow you every step, Ben," Harribel reassured him.

Ultimate Big Chill wished that he felt the same way they did but all he felt was nervousness as he looked back at Aizen.

Aizen surveyed the captains as they started falling to the earth below.

"Captain Aizen,"

Aizen turned to see Hinamori looking at him. Her body was trembling and tears poured from her eyes but she raised his Zanpakuto at him.

"Please…" she said weakly. "Please stop this! I don't want to fight you. This isn't you. I know it isn't. You're still the same captain that I always followed all these years." She sniffed. "Please, captain. Please come back."

Aizen smiled at her as he began to walk towards her.

"Get away from her!"

Aizen turned to see Ultimate Big Chill flying towards him. Seeing how powerful Aizen was Ultimate Big Chill became intangible so he couldn't be cut down by Aizen's blade.

"Can't hurt what you can't touch!" Ultimate Big Chill bragged as he flew towards Aizen. He was going to fly through him and encase him in so much ice that it would take him years to thaw but just as he was about to fly through Aizen, Aizen appeared behind him. Hinamori began backing away from the battle in fright.

"And you cannot touch what you cannot reach," Aizen told Ultimate Big Chill.

Ultimate Big Chill snarled as he turned to face Aizen.

"I didn't kill them," Aizen told Ultimate Big Chill. "They're strong enough that those wounds probably won't even cause them to lose consciousness. I want them to watch this."

"Watch what?" Ultimate Big Chill asked.

Both became aware of a giant pillar of fire moving towards them. And in that fire was none other than Yamamoto.

"So you've finally joined the fray," Aizen said to Yamamoto. "But you're too late. You're the only captain left who can fight. Once I defeat you, the Gotei 13 is as good as destroyed. You've lost your chance. You needn't have wasted your time coming out now."

Yamamoto snorted at Aizen. "Don't be so prideful, boy. Don't think you…can beat me."

"I don't think I can beat you," Aizen said to him. "I already have."

"Don't make me laugh!" Yamamoto yelled as he went to stab Aizen but as usual, Aizen appeared behind him. As Yamamoto turned around, Aizen stabbed him through. At first Aizen thought he had gotten him. But Yamamoto grabbed his arm.

"Sosuke Aizen. I have you," the old man said.

"Interesting," Aizen said. "So now what? Is the arm you hold really mine?"

Yamamoto looked at him. "You may be able to fool my eyes and hands but there is no way I could mistake the reiatsu of the Zanpakuto in my gut."

Aizen narrowed his eyes at Yamamoto.

"You said I lost my chance," Yamamoto said to him. "But you're wrong. _Now_ is my chance."

Aizen and Yamamoto were surrounded by gigantic pillars of flame.

"Ennetsu Jigoku," Yamamoto. "The entire battle has been leading up to this moment."

"Whoa," Ultimate Big Chill breathed.

"So you let your subordinates get hurt so you could do this…?" Aizen asked. "You're a crafty old man." "

"So what if I am?" Yamamoto asked. "You and I will die together in the flames of hell. Stand back, Kurosaki Ichigo and Ben Tennyson!"

Ichigo and Ultimate Big Chill flinched at hearing their names called out.

"Take your allies and go!" Yamamoto ordered. "You are not part of the Gotei 13. I can't let you two get caught up in this.

"What?" Ultimate Big Chill asked.

"But don't you care if the others die?" Aizen asked. "At this rate, the flames will get them all."

"They are all prepared," Yamamoto said, "To give one's life to destroy evil. That is the way of the Gotei 13."

Hinamori felt her body stiffen. So they were all prepared to die. So be it. Maybe…in a better life, she could be with the real Aizen instead of this warped man who had taken him away from her.

"He's willing to kill his own men just to kill Aizen?" Gwen asked as she watched in horror.

"Gwen," Kevin said. "We need to get out of here."

"What?" Gwen asked in a daze. "Oh, right." She created a mana platform that she and Kevin jumped on. Using her powers, she sent it flying away from the fire.

"So this is the sacrifice of the Gotei 13," Harribel noted.

"No!" Ultimate Big Chill cried, startling everyone. He couldn't let Yamamoto kill so many people just to kill Aizen. He had to do something fast but what could he do if he got near those pillars? He could turn into Heatblast, but Aizen would cut him down flat. He needed a different alien that could take the heat and Aizen's blade. And he knew which one to use. He began flying towards the pillars of fire, igniting flames from his feet to speed himself up.

"Ben!" Apacci yelled. "Wait!" she was about to go after him but Paradox stopped her.

"You'll be incinerated if you get near those flames," he said. "Leave this to Ben."

* * *

Ultimate Big Chill was approaching the two, ready to attack. But just as he got to them, he noticed a different shape moving behind Yamamoto. "What is that?" He looked closer. "Wonderweiss?"

Sure enough, it was Wonderweiss. But unlike any other time Ben had seen him. Wonderweiss had become a freaky mutated version of himself. His body was now pure white. His shoulders and thighs had grown larger, with his shoulders popping outwards. His arms and legs had also altered in size, becoming a lot skinnier. Five holes lined his abdomen. His face was normal except for his upper half, which was covered by a tall mask with three small horns. The mask made his eye sockets look hollow.

"What happened to him?" Ultimate Big Chill asked. "Is that his Resurrección?"

Yamamoto became aware of Wonderweiss' movement behind him and swung out with his blade to attack him. Wonderweiss effortlessly caught it with one hand and that was not all he did. When the blade came in contact with the Arrancar's hand, the flames from the blade vanished back inside of it. Yamamoto's eyes widened in shock. Wonderweiss then threw him to the side where the old man crashed into a building.

Ultimate Big Chill's eyes widened when he saw it happen. He didn't know what was going on but he needed to hurry up and step in. He turned back to Big Chill before touching the Ultimatrix dial. He chose the one alien that even Aizen would have a hard time cutting through.

"NRG!" he shouted after transforming. Instead of using his spiritual pressure to keep him up, NRG allowed himself to fall down right on top of Wonderweiss.

Hearing a sound above him, Wonderweiss looked up just in time to see NRG fall on top of him. The two created a crater from the fall. Being an energy being inside of a suit of armor, NRG did not feel any pain but he did feel a little dizzy from the fall. Rubbing his head plate, NRG slowly got back up to his feet.

"Ooh," NRG mumbled. "Remind me never to do that again." Shaking his head he looked around. Much to his surprise, the pillars of flames that had surrounded them were disappearing. What was going on?

"I'm pleased you were able to join us, Ben," said Aizen.

NRG turned around to see Aizen approaching him.

"So that is NRG that Nnoitra mentioned," Aizen said. "A rather unusual form compared to the others I've seen you become."

NRG assumed a fighting stance. "This ends here, Aizen," he told Aizen. "I will bring you down."

"Will you?" Aizen asked.

NRG prepared to fire a beam of radiation at Aizen when he heard something move behind him. He turned around to see Wonderweiss get back up.

"Aaaaaaaah," Wonderweiss said as he looked at NRG.

"Give me a break," NRG said, exasperated. "Don't you ever get tired?"

"I'm afraid he does not," Aizen said. "Or rather, he does not feel tired. Such is the way of my modified Arrancar."

"Modified?" NRG asked but still looking at Wonderweiss.

"Yamamoto's Ryujin Jakka is indeed the most powerful Zanpakuto in existence," Aizen explained. "Were I to fight against it directly, it would likely overpower even me."

"Glad to see you have some humility," NRG commented dryly.

"However," Aizen continued. "If one abandons all other abilities and focus his strength entirely on a single specialized skill that he can overcome the greatest powers. Wonderweiss' Resurrección, Extinguir, is built solely for the purpose of stopping Ryujin Jakka. "

NRG continued looking at Wonderweiss. "How?" he asked.

Aizen explained. "In exchange for this single ability, Wonderweiss lost the power of speech, knowledge, his memories, even reason."

This time NRG did turned around to face Aizen. "What?"

Aizen smiled at him. "I traded everything for that power," Aizen said. "Just to defeat Yamamoto Genryusai."

NRG turned back to face Wonderweiss, who was looking at NRG like he was a big shiny toy to play with. All this time, NRG had thought that Wonderweiss was just like a little kid but to know that Aizen had purposely taken away so much from Wonderweiss like that just to fight Yamamoto. Like every other Arrancar, he was just a pawn for Aizen. NRG's hands balled into fists. His armor rattled. The heat from his body began glowing through his face plate.

"Aizen," he said angrily. "You…you monster!"

He spun around and fired a massive beam of radiation towards the traitor to Soul Society. Aizen used Shunpo to move to the side.

"Monster?" Aizen asked. "A soul that becomes a Hollow has no purpose. It does nothing more than meaninglessly hunt down souls to prey upon. How am I a monster for granting meaning to such an existence? I'd say you'll be the monster if you intend to destroy that soul."

NRG yelled in rage as he ran towards Aizen but before he could reach him, he felt a hand grip his armor. He turned around to see Wonderweiss holding onto him. Not wanting to harm Wonderweiss but seeing no choice, NRG pulled his fist back and punched Wonderweiss right in the face. The blow sent the modified Arrancar backwards. NRG used this as his chance to attack Aizen. He fired a beam of radiation again at Aizen as he charged. Aizen used Shunpo to appear behind NRG and slashed with his sword. While it left a slash mark upon NRG's armor, it did not cut through the armor. NRG spun around to punch Aizen but Aizen had appeared behind him again.

"Impressive," Aizen said as he looked at NRG. "That armor of yours is rather durable, even more so that Komamura's Bankai. I'm curious as to what it's made of."

"You won't get the chance to find out!" NRG yelled as he swung his fist at Aizen but Yamamoto appeared.

"That is enough, Ben Tennyson," Yamamoto said before looking at Aizen. "You think you can strike me down if you suppress Ryujin Jakka? How naïve. How dizzyingly naïve. Why do you think I held the position of captain-commander of the Gotei 13 for a thousand years? It is because in a thousand years, no Shinigami stronger than myself was ever born."

He struck out with his own fist but something intervened between him and Aizen. It was Wonderweiss. The blow took a huge chunk out of Wonderweiss' body.

"Wonderweiss!" NRG cried out in shock

"I didn't hold back," Yamamoto remarked as he looked at Wonderweiss. "You're a tough one."

"Aaaaaah," Wonderweiss replied. NRG noticed that Wonderweiss' chunk began healing itself. Apparently he had high speed regeneration too.

"If Ikkotsu wasn't enough to defeat you," Yamamoto continued. "This may hurt. Are you ready?"

He removed his shirt. Before NRG's concealed eyes, he could that the old man was fairly muscular and scars of all sorts lined his back.

"Aaaah," Wonderweiss said.

"Oh," Yamamoto commented. "That's right. He took the power of speech from you."

"Oroa?" Wonderweiss replied.

NRG growled in anger as he looked at Aizen. He was going to make sure that this man paid for what he had done.

Wonderweiss took up the offensive and shot out his arm to try and stab Yamamoto. Yamamoto made sure to dodge Wonderweiss' arm.

"Not a single movement is watched," Yamamoto said. "You have indeed been modified."

A long, white arm suddenly extended from the back of one of Wonderweiss' shoulder and reached for Yamamoto. The Captain-Commander effortlessly grabbed the arm and tore it off.

"Koroa!" Wonderweiss cried out. "Ah! Aaaaaaaah!"

More arms suddenly shot out from both shoulders. Before NRG could do anything, the arms began attacking Yamamoto with punches. NRG had enough and attack Wonderweiss from the side.

"Wonderweiss," he said. "Please stop. You have to listen to me."

"Goba?" Wonderweiss giggled. Suddenly his grabbed NRG with his two regular arms as his large shoulders burst open. They revealed countless long hands. NRG stiffened.

"Ah," Wonderweiss mumbled.

The next thing was flurry of punches from Wonderweiss' multiple arms. They constantly banged against NRG's armor and it was giving him a headache. As quickly as it started, it stopped. Wonderweiss must have thought he finished him off.

"Close," NRG said, "But no cigar."

NRG began focusing his powers to heat up his armor.

"Ah?" Wonderweiss asked curiously as he felt NRG's body heat up in his hands then it became hotter. "Ah?" Then hotter. "Ah?" And then became too hot. "Aaaaaaah!" Wonderweiss cried out. He began shaking in pain from the intense heat. He started swinging NRG back and forth as if that would make him stop. When that didn't work, Wonderweiss dropped NRG and looked down at his own burnt hands but of course his regenerative powers were already at work healing him.

"So it seems you _can _feel something," NRG said as he got back up. "I'm sorry for what Aizen did to you."

"Gaaaaaaaaa!" Wonderweiss screamed as he came towards NRG.

"Forgetting someone?"

NRG and Wonderweiss turned to see Yamamoto approaching them.

"At least you no longer look like a child," Yamamoto said to Wonderweiss. "Now I can…kill you without regret."

"Oh," Wondeweiss said. "Oh? Aaaaaaaaaah."

"Yamamoto!" NRG cried. "Don't do it!"

"This one cannot be saved, Ben Tennyson!" Yamamoto snapped. "He couldn't have been saved ever since he was created."

"Aaaaaaaaaaaa," Wonderweiss said as he came towards Yamamoto.

"Sokotsu!"

Yamamoto came right at Wonderweiss and smashed both of his fists into Wonderweiss' body. The impact so powerful that Wonderweiss' body shattered. Wonderweiss screamed as it did so.

"Noooooooo!" NRG cried as he ran towards the broken Wonderweiss. Most of his body had been broken to little bits. The largest part remaining was his head. NRG was grateful that he was in alien form. He would have thrown up by now instead of just being completely sick to his stomach. Balling his hands into fists, he turned to face Yamamoto.

"Why did you do that?" he demanded angrily. "We could have helped him."

"He could not be," Yamamoto said firmly. "He was modified. No matter what you would try, he would never listen."

"Is that true?" NRG asked. "Or were you just taking the easy way out?"

"Easy way out!" Yamamoto roared. "Do you think this is some game!"

"Of course not!" NRG yelled. "But at least I have a heart. I have made friends with many Arrancar. Why shouldn't I have made friends with Wonderweiss?"

"Interesting. You are both are against me but have different views. Can you really…work together?"

NRG and Yamamoto turned to see Aizen approaching them.

"You," NRG said. He pointed a finger at him. "You are the one responsible for this!"

"If you mean giving that soul a purpose, then yes," Aizen said to him. "Shouldn't you hate Yamamoto for killing that poor soul?"

"Do not play games with me, Aizen," NRG told him. "If you hadn't done that to Wonderweiss, this never would have happened."

"You still had a choice, Ben," Aizen said coolly.

"I have no interest in your foolish arguments," Yamamtoto said, interrupting the two. "Say what you will now but soon it will all be over."

NRG nodded as he took a fighting stance towards Aizen. "I couldn't agree more."

Aizen gave the two an amused smile. "Foolish arguments, eh?" he asked. "You take my words lightly…and do not listen to what I say."

"What do you mean, Aizen?" NRG asked, determined not to play any mind games with him.

"I want you to remember my words," Aizen said. "I said Extingur was created to seal Ryuijin Jakka. By "seal" that means new flames are sealed within Yamamoto's sword. But…is that all? There were already flames he had released. Now…where were those flames sealed?"

NRG looked at Aizen curiously while Yamamoto's eyes widened. He turned around to face Wonderweiss' head. NRG followed his movement. Much to his shock, Wonderweiss' head was growing.

"He sealed the flames…in his own body?" NRG cried out. He and Yamamoto ran towards him.

"You both are wise," Aizen said as if in approval. "If all that power was to explode indiscriminately in an instant, I'm sure you know what would happen."

A massive burst of light boomed throughout the city. It was the light from an explosion.

"Ben!" Gwen cried. She had been tending to the shaken up Hinamori at the time when she saw the light.

"Paradox," Apacci looked at the time walker. "Is he…"

"He is fine," Paradox reassured her. "But now it's time for our part. Starrk, Harribel, Nelliel, Ichigo. Be prepared."

Ichigo looked at Paradox in confusion but the three Arrancar knew what he was talking about. Ichigo looked at them and then back at Paradox before he realized what they were talking about.

"What about us?" Apacci asked.

"We deserve to help too," Mila Rose pointed out.

"We can't leave Nelliel-sama to face him without us," Dondochakka cried.

"I know you want to help," Paradox told them. "But Aizen is far too powerful for the likes of you to defeat. I'm sorry to say, but if you jump into this…you will die."

"Should we help?" Redder asked.

"I want you, Charlotte, and Gantenbainne to protect Kevin and Gwen here," Paradox ordered. "And tend to the injured as best you can. Right now we need our strongest fighters to deal with Aizen."

Aizen stood with a smile on his face. A large crater now stood where Yamamoto, Wonderweiss, and NRG had been standing. Flames danced around the pit as they spread through parts of the city but what had happened was nothing compared to what might have happened. In the center of the crater, which still had some lingering flames, Yamamoto and NRG were lying on the ground. NRG looked remarkably unharmed but his armor had light burn patches on it and he looked shaken up. Yamamoto on the other hand had his skin horribly burned and charcoaled.

"I can't believe the two of you were able to confine the damage from an explosion that huge," Aizen complimented. "You both are truly amazing."

NRG rolled to his side so that he could look at Aizen.

"If the two of you hadn't contained the blast," Aizen continued. "The flames would have destroyed this weak barrier and an area many times larger than this tiny city would have turned to ash. I'm grateful, Yamamoto Genryusai, Ben Tennyson. Thanks to the two of you, my world was protected."

"You world?" NRG asked as he slowly got to his feet. "Dream on, Aizen."

"A dream?" Aizen asked. "It is about to become reality."

"Not if I stop you first," NRG countered.

"All in good time, Ben," Aizen said to him. "But first." He pulled out his sword and began walking towards Yamamoto. "Yamamoto Genryusai. I won't say 'I won't kill you'. You are Soul Society's history itself and you at least, I will kill with my own hands."

"No!" NRG yelled. But as he came out Aizen, Yamamoto grabbed Aizen's leg with his blackened left hand.

"How many times must I tell you…child?" Yamamoto asked Aizen. "You are naïve. Hado #96. Itto Kaso!"

The next thing NRG knew, the crater exploded with fire. While the flames didn't hurt him, NRG could see Aizen attempting to flee from the flames.

"You're not getting away!" NRG yelled and ran after him.

* * *

Aizen leaped out of the fire in pain. He should have seen it coming. Yamamoto's left arm was cracked. That technique was a forbidden one in which one's own body became the catalyst for an attack. It was the self sacrificing Hado, Itto Kaso. He had underestimated Yamamoto, never expecting him to turn his burnt body into a weapon.

He managed to get out of the flames but found himself with a rather unpleasant surprise waiting for him. Floating above him was Coyote Starrk, Nelliel Tu Odelschwanck, Tia Harribel, and Ichigo Kurosaki. His eyes widened.

Starrk started the attack by firing a Cero at him. Aizen dodged to side to see Harribel waiting for him.

"La Gota," she said, firing a jet of water at him. Aizen used Shunpo to appear behind her and prepared to slash her in two.

Bam!

Nelliel tackled him from the side, her lance trying to pierce his body.

"Your lance will not cut me," Aizen told as he prepared to slash at her.

Suddenly his body was wrapped up in what appeared to be white bandages. Aizen turned his head to see a creature that looked like a tall and thin pharaoh mummy. The bandages Aizen found himself wrapped it came from the being's arms. He had a feeling he knew who this being was and the Ultimatrix dial on his chest confirmed it. Ben had managed to survive the Ikko Kaso. That NRG form _was _impressive.

Benmummy, the transformation's name, pulled his arms back and yanked Aizen with them. He spun around for a moment before sending Aizen crashing into a building. Aizen was about to get out of the hole he had made when he saw Ichigo, donned with his hollow mask, coming right at him.

"Getsuga," Ichigo said. "Tenshō!"

The darkness attack shot towards Aizen. Ichigo had thrown so much force into his attack that the entire building Aizen was in got slashed in two.

Aizen stumbled to the ground but managed to stay on his feet. His left shoulder now supported a nasty gash.

Hearing a beeping noise, Aizen looked up to see Cannonbolt shooting at him. He was unable to do anything as the giant ball like-alien slammed into him. The two went flying through the air until they crashed into another building, where they made a sizable hole in it.

When they landed, Aizen was in the ground. Cannonbolt wasted no time and touched the Ultimatrix dial again. He transformed into Four Arms and began pounding Aizen.

"This is for all the people you've hurt, Aizen!" Four Arms yelled as he continued his punching but then a hand blocked one of his fists. "Huh?"

The next thing Four Arms knew, he was shooting out of the building and flying through the air. He wondered how long until he stopped when he felt his body come to a halt. He looked to see that he had been caught by Nelliel and Harribel.

"Are you okay, Ben?" Nelliel asked.

"I'm fine," Four Arms groaned. "I just hope Aizen isn't."

The fighters gathered together towards the building Aizen had crashed into. Much to their shock, Aizen was walking out of the building with a calm expression on his face.

"That was some fine teamwork you did back there," Aizen said to the fighters. "But that was the last time you'll find me open."

"Are you always this full of yourself?" Four Arms asked, having enough of Aizen's superiority complex.

"We wounded you," Ichigo said. "It's enough."

Aizen's smile widened a fraction. "Wounded?" he asked. "You call this wounded?"

The gash Ichigo had given him was closing up. This caused the fighters to stare at him.

"High speed regeneration?" Four Arms cried out.

Aizen looked at FourArms. "This isn't high speed regeneration?"

The fighters looked at him in confusion.

"Do you really think I would hollowfy myself?"

Ichigo made the first move and attempted to slash Aizen. Aizen quickly scooted backwards away from Ichigo.

"This," Aizen said. "Is the instinctive defense of its master."

"What do you mean?" Ichigo demanded.

Starrk studied Aizen, trying to figure out what he had done. His eyes widened. "No way," he breathed.

"What?" Four Arms asked. "What did he do?"

Aizen smiled at them. He opened his jacket to reveal some kind of hole in his chest. Inside the hole was some kind of black ball.

Ichigo's eyes widened. "That's…"

"The Hogyoku," Aizen finished.

"Hogyoku?" Four Arms asked. Didn't Harribel mention something about that?

Calmly, Aizen brought a hand to his shoulder and picked up a piece of darkness left over from Ichigo's Getsuga.

"So this," Aizen said to Ichigo, "Is your reiatsu? It's wonderful. You've come a long way. Just as I expected."

Everyone's eyes narrowed. "What?" Ichigo asked.

"You met Rukia," Aizen said. "And after your battle with Ishida Uryu, awoke your Shinigami powers. After the battle with Abarai Renji, you knew the power of your Zanpakuto. Your battle with Zaraki Kenpachi gave you a handle on your power. Then in your battle with Kuchiki Byakuya, you began to Hollowfy."

Four Arms was confused. What was Aizen getting at?

"In your battle with Grimmjow," Aizen continued. "You finally mastered your Hollow form and in your battle with Ulquiorra, it appears you have become more powerful. Kurosaki Ichigo, every battle you've fought, has played into my hands."

Everyone's eyes widened at his revelation. Ichigo felt his body trembling as the mask disappeared. Four Arms didn't know what all was going on, but he didn't like where Aizen was going with this.

"Hold on," he said. "How in the world could you have done all that?"

Aizen looked at FourArms. "I'm afraid you're a little late for this part of the story, Ben," he said before looking back at Ichigo.

"Every battle I've fought," Ichigo said slowly. "Has played…into your hand…! What…what do you mean!" He charged at Aizen in fury.

"Ichigo, wait!" Four Arms called.

Aizen remained calm as Ichigo came at him. "Is it so unbelievable?" he asked Ichigo.

"I said!" Ichigo yelled. "What do you mean!"

Aizen suddenly raised a finger like a parent lecturing a child. "Don't," he said, causing Ichigo to pause. "Don't yell, Kurosaki Ichigo. It shouldn't come as a surprise. It's just once I realized that you were the very thing I'd been searching for, I decided to help you grow. That's all I'm saying."

Four Arms snarled at Aizen. Harribel, Starrk, and Nelliel listened closely. This was all big news to them.

"Didn't you think it strange?" Aizen asked Ichigo. "That you should be attacked by a hollow right after meeting Kuchiki Rukia despite having never seen a Hollow before in your life? Or that a Menos Grande should appear for that bait the Quincies use for lesser Hollows? Or that just when you'd grown use to your Shinigami powers, Kuchiki Rukia would conveniently be found and reported to Soul Society when her reiatsu hadn't been noticed at all that time before? Or that Abarai Renji, Zaraki Kenpachi, and Kuchiki Byakuya would all just fight you when your power happened to rival theirs? Did you never once think it strange?"

Ichigo's face had turned into one of horror. Ben decided he had enough. He touched the Ultimatrix dial and turned into Brainstorm. Opening his brain, he unleashed bolts of electricity out at Aizen. Aizen calmly stepped to the side as the electricity flew past him.

"I'll forgive you for that, Ben," Aizen said, "But do not interrupt me again."

Brainstorm growled at Aizen. Aizen ignored him and looked back at Ichigo. "Did you think all those meetings were destiny?" he asked Ichigo. "Did you think all those attacks were coincidences?"

"Wait," Ichigo said weakly.

"Did you think," Aizen said. "Your victories were due to your own efforts?"

Ichigo finally reached his breaking point. Angrily, he picked up his sword and flew towards Aizen but Aizen blocked Ichigo with Kyoka Suigetsu. The two launched themselves into the air. Ichigo pulled his sword back and tried again. But this time, Aizen caught it with his bare hand. Ichigo immediately backed away.

"Don't disappoint me," Aizen told him. "You are stronger than this. Are my words so unbelievable?"

"Of course they are!" Ichigo shouted.

"But," Aizen said. "It's the truth."

"Liar!" Ichigo yelled. "You're saying all those battles were your doing? You planned it all? Who would believe it? You said it yourself! You said you only found Rukia after she'd gone missing down on Earth! But now you're saying you knew about me since I met Rukia? It doesn't make sense!"

"I concur that this whole affair is rather difficult to conceive," Brainstorm admitted.

"The poor guy's been manipulated," Starrk said dryly. "Just like the rest of us."

"Aren't you funny?" Aizen said, causing everyone to look at him. "You said so yourself, didn't you? 'Liar', "Who would believe that?' You say I'm lying now but you believe what I said back then? I'm not surprise. I pity you. There are no lies or truth in this world. There are only grim facts. And yet, everyone in this world acknowledges as truth only what is convenient for them. They have no other way of living. But…for the powerless who comprise the majority of this world's population inconvenient facts that affirm their existence are their only truth."

Brainstorm hissed in annoyance. He was hating Aizen even more and more with each passing second.

"Do you know the entire truth?" Aizen asked Ichigo. "Who sent Kuchiki Rukia to Earth? Who equipped Abarai Renji with the ability to detect reiatsu? Who gave the lieutenants information on your whereabouts? Do you really think I hadn't figured out the location of the Hogyoku over a hundred years ago?"

"Then," Ichigo said. "Tell me one thing."

Aizen looked at him curiously.

"You said…that I was the very thing you'd been searching for. But how…how could you know that? If you were watching me ever since I met Rukia then tell me… how in the world could you know that?"

Aizen turned his back to Ichigo. "I knew from the beginning."

Ichigo glared. "That doesn't tell me anything."

"Don't you get it?" Aizen asked. "I said I knew from the beginning. I knew about you…since you were born."

Ichigo's eyes widened in shock, as did Harribel and Starrk's. If Aizen knew about Ichigo since the beginning, why had he bothered to send Ulquiorra and Yammy to test him?

"What the deuce?" Brainstorm asked.

"Wha…what!" Ichigo demanded.

"You were special from the moment you were born," Aizen told Ichigo. "After all, you are human and…"

"You've said too much, Aizen." Standing between Aizen and Ichigo was a muscular man wearing the same outfit as the other Shinigami had. He had a dark beard on his chin and short black hair that stuck up.

"Who, may I ask, is he?" Brainstorm asked.

"I do not know," Harribel said. Nelliel shook her head, meaning the same thing.

"Heck if I know," Starrk said.

Further away, Paradox grinned. "Ah," he said. "Good, he made it."

Ichigo stared. "Dad…is that you?"

Nelliel's eyes widened. "That man is Ichigo's father?"

Harribel and Starrk both stared. Aizen had never told them that Ichigo's father was also a Shinigami.

Ichigo's father turned around to look at him. Ichigo thought he was about to speak but his father just stayed silent.

"Hey," Ichigo said. "Say something da…"

Wham! Ichigo's dad head-buttted him in the forehead. This action through Brainstorm and the others off. The blow was enough to send Ichigo flying backwards and nearly falling to the ground. Luckily he managed to the side of a building before falling.

"Whoa!" Ichigo yelled. "Watch out!" He was about to climb up but then his father slammed his foot on Ichigo's chest.

"What kind of father commits actions like these?" Brainstorm demanded.

Then, Ichigo and his father disappeared.

"After them," Harribel said. Nelliel scooped Brainstorm up and before he could protest, the four of them flew off in some other direction.

Aizen watched all of this take place with amusement. "So he took a step back, eh? Clever move."

* * *

By the time Brainstorm finally got his wits together they were in some of the more destroyed parts of the city. Ichigo's father had pinned him down with a hand over his mouth. Ichigo was flailing while trying to break free.

"How you doing?" the man asked Brainstorm and the others. "Name's Isshin Kurosaki and sadly, this kid here's my son."

Brainstorm turned back to normal in a flash of green light.

"So you're the Ben Tennyson Paradox talked about," Isshin said to Ben. "Nice to meet…"

Wham! Ichigo's foot hit Isshin in the face. Isshin backed away as Ichigo got up. "I couldn't breathe you idiot!" he yelled at his dad.

"Oh," Isshin said, rubbing his nose. "S…sorry."

Ben just stared. Never had he met a family like this one before. Isshin and Ichigo looked at each other.

"You're not seeing things," Isshin told his son. "No matter how much you stare."

"So it seems," Ichigo commented.

Isshin nodded. "I'll tell you later." He said. "You probably have a lot of questions. I'll tell you everything once…"

"I don't."

Isshin and everyone else looked at Ichigo.

"There's nothing I want to ask you," Ichigo said to his dad. "If you haven't told me, there must be a reason. That's your problem."

Isshin looked at his son.

I don't know how to ask," Ichigo explained. "I don't know the right way to ask without trampling on your feelings. I'll wait until you want to tell me, until you _can_ tell me, but it's okay if you don't."

Isshin grinned at his son. "So you finally learned to talk like a normal person."

"I'm just repeating what was said to me before," Ichigo told him. "I just remembered it made things easier. So, thanks for hitting me, Dad. For some reason, it feels like I'm home."

Ben couldn't help but smile. This looked like one of those father and son moments. He wondered if he and his dad would ever have moments like that.

"Ichigo," Isshin said. "I didn't hit you. I head-butted you!"

"Don't ruin the mood!" Ichigo snapped.

Ben slouched. _Seriously?_

"Anyway," Isshin said, looking at Ben and the Arrancar. "Looks like we got quite a team here. So, who's ready to stop Aizen?"

Further away, Aizen was standing on top of the building, looking over for Ben and the others.

"He hid his reiatsu," he said, referring to Isshin. "That must be a pretty powerful barrier." He looked over his shoulder. "You've been a spectator for quite a while there, Gin."

Walking towards Aizen with that grin on his face was none other than Gin.

"I'm not a spectator," he said. "I just didn't think you needed any help."

"I see."

Gin saw the look on Aizen's face and his smile dropped into a curious frown but he realized what it was. Flying behind him was none other than Ichigo Kurosaki. Gin spun around with his dagger-like sword to block Ichigo's blade. The result was a shockwave that caused the building to break into pieces. Aizen turned to see Isshin coming right at him, his sword moving to cut Aizen down. Aizen quickly blocked with his own blade. When they did, Isshin made a motion with his left hand's middle finger as if he was pointing at Aizen. The result was a blast of air that sent Aizen flying through several buildings. Aizen halted his travels and prepared to counter.

"Going somewhere?"

Aizen turned his head. Standing before him was Starrk and he was surrounded by what appeared to be a large pack of grey wolves made of fire. Possibly up to a hundred.

"Sick 'em," Starrk ordered.

Howling, the wolves charged at Aizen. When one got near, Aizen swung at it with his sword. The wolf he cut suddenly reformed itself. Aizen's eyes widened as the wolf chomped onto his arm and then…it exploded!

Aizen grunted as his body hurt from the explosion. He moved to attack Starrk when he saw Harribel behind him with a giant body of water next to her.

"Cascada!"

Aizen felt the body of water slam into him. Using his sword, he cut through the water and went to strike Harribel. But Isshin came from his side and tried to slash at him. Aizen ducked, causing the blade to whoosh over his head. He pointed his fingers at Isshin. "Raikoho!"

The result was a powerful explosion of energy and light. It looked like Aizen had gotten Isshin.

"Hey, Aizen!"

Aizen spun around to slash his attacker, but found out that his attacker was Goop!

"That's not gonna work on me!" Goop said smugly. He wrapped his slimy body around Aizen.

"You're in a bit of a bind, Aizen," Goop commented to Aizen.

Aizen calmly looked down at Goop. "Sho!"

Goop suddenly found his body flung off Aizen and flying through the air. He quickly focused his spiritual pressure to stay afloat.

"I've really got to thank Harribel for those lessons," he said to himself. Then he saw Aizen come at him. "Uh-oh!"

Nelliel shot at Aizen from his left. Aizen blocked her lance with his sword then Isshin came at swung at Aizen with his own sword. Aizen looked at him. "Tenran!"

A tornado-like blast fired towards Isshin. Aizen turned to see more of Starrk's wolves coming at him. He was about to dodge then when he heard growling behind him. He looked over his shoulder to see a wolf coming at him from behind. His eyes widened as he was engulfed in another explosion. When the fire cleared Aizen was still standing, or floating as the case may be, but his body was smoking from the explosion. There were burn marks on his body, his clothes were torn and to Ben, it felt like they would finally beat this man once and for all.

"What's the matter, Aizen?" Isshin asked. "You're slowing down. Are you at the end of your rope?"

"Yes," Aizen said. "So it would seem. I am at the end of my rope, at least as a Shinigami."

"What?" Isshin asked, his eyes narrowing.

"My soul is being reformed," Aizen told him.

"Reformed?" Nelliel asked.

Aizen smiled down at the Hogyoku in his chest. "It appears the Hogyoku has finally begun to understand my heart."

"Understand your heart?" Goop asked. "What does that mean?"

Aizen looked at Goop. "Don't you get it, Ben? I am saying the Hogyoku is conscious."

"Hold on," Goop said, looking at the black ball in Aizen's chest. "Are you saying that thing's alive?"

"In a sense," Aizen replied. "It is at least sentient and has a will of its own."

"Sounds like nonsense to me," Isshin replied.

"I'm not surprised you can't feel it," Aizen said, closing his eyes. "It was only once I became the Hogyoku's host that I learned it had a consciousness." He opened his eyes again as he looked at the group. "Do you know what the Hogyoku's power is?"

"Uh," Goop said. "Doesn't it just heal you?" Goop asked.

"**No**," Aizen said, "Its true power is to make real what is in the hearts of those around it."

Everyone's eyes widened when Aizen said that.

"It's true," Aizen told them. "It was originally believed that the Hogyoku allowed one to break the boundaries between Hollow and Shinigami but I realized the Hogyoku's true power." Then he shook his head. "No, that's not quite right. It would be more accurate to say that I knew it was not to control the boundaries between Hollow and Shinigami as Urahara Kisuke had created."

"Urahara Kisuke?" Goop asked.

"The man who created this device," Aizen said, pointing to the Hogyoku. "He thought he had created a device that allowed him to access the boundaries of Shinigami and Hollow. To test that theory, I used a Hollowfication process on Shinji and the others."

"You did that?" Goop asked.

"Yes, Ben," Aizen replied. "It was an experiment to test the Hogyoku's power and that experiment was successful. Urahara Kisuke's Hogyoku was activated and Hirako Shinji and the others became Visoreds."

Goop's slimly body jiggled with rage. Starrk, Harribel, and Nelliel all narrowed their eyes at Aizen.

_We're nothing but tools to him after all! _Lilynette screamed in Starrk's mind. _He…he really doesn't care about us._

_I know._ Starrk said. _So we really were alone. _

_Not anymore. _Lilynette told him. _We have Ben now. He's a real friend. Unlike Aizen._

"And in order to build my theory of the Hogyoku's powers," Aizen said. "I sent Kuchiki Rukia to Kurosaki Ichigo."

Goop didn't know how much more he could take. He knew one way or another; he had to bring this man down.

"Of course," Aizen continued. "The Hogyoku does have its limits. The Hogyoku realizes what is in people's hearts but it cannot work if that possibility does not already exist within them. So in that way you could say that it simply leads people where they need to go. But people are strange creatures and their stunted hearts are made to be able to realize their wishes."

"You're going down, Aizen!" Goop yelled as he shot forward.

But at that moment, something shot past them all, causing everyone to turn their head to see what had happened. It turns out that something was a blade. A really, really long blade. It stretched all the way to another building roof where it caused most of the top to be destroyed. When most of the smoke cleared, everyone could see Ichigo, who was blocking the tip of the long blade with his own sword.

"Grawr!" Ichigo said, pushing the blade off him. The blade suddenly retracted in the blink of an eye back to wherever it came from. Goop followed looking at the blade had gone. Walking towards the group was Gin. He was bleeding a little from his head but otherwise looked unharmed.

"I'm surprised you stopped it," Gin said pleasantly. "Not bad for a fluke."

Ichigo rubbed his mouth. "What're you calling a fluke, stupid?" he retorted.

"Ichigo," Isshin said.

"Shut up!" Ichigo said to his dad. "I've almost got him. Don't interfere."

Isshin stared at his son for a moment before smiling at him.

Gin looked over at Aizen. "Sorry, Captain Aizen. Did we interrupt your conversation?"

"No," Aizen told him. "The conversation has just ended."

Suddenly what appeared to be thick white fluid poured out of the Hogyoku and began to spreading out to the rest of Aizen's body.

"Dad!" Ichigo said. "What is that? What's going on?"

"How should I know?" Isshin said.

"Ichigo!" Goop said. "The Hogyoku has the power to grant people their heart's desires!"

"What?" Ichigo said, looking at Goop in shock.

"That's what Aizen said," Goop told him. "And he said that the Hogyoku understood his heart."

"Exactly," Aizen said as the white substance began covering more of his body. "It was named the Hogyoku, the breakdown sphere. Surely it has the power to destroy the line…between God and Man!"

Everyone's eyes widened in horror at Aizen's words. Was that his desire? To become a God!

A red beam of light came from the sky behind Aizen and pierced his body. Goop, Isshin, Ichigo, Starrk, Nelliel and Harribel looked behind Aizen to see who had attacked him. Aizen looked over his shoulder.

"There you are," he said. "Urahara Kisuke."

Standing on a roof was the man from before. It was the man who had saved all those other Shinigami from Luppi when Ben first came to Karakura Town. So that was Urahara Kisuke. The tip of the man's cane was smoking. Obviously he'd fired that blast from his cane.

Urahara surveyed the battle scene before him.

"How long are you just gonna stand there?"

Behind him, Paradox smiled but said nothing. Urahara didn't turn to look at him. Instead he continued looking at Aizen. "It's been a long time, Mr. Aizen and that's a really extraordinary form."

"This is nothing," Aizen said to him. "Moving through evolution is always ugly."

"Nobody said that you were ugly," Urahara told him, "Just that you finally fused with the Hogyoku."

"This isn't a fusion," Aizen said. "Please use the word **subdue**. The Hogyoku you failed to master has just found its new master."

"Unable to master?" Urahara asked. "That must be true if you are talking about the past."

"The past?" Aizen asked back. "Aren't you gonna admit defeat. No. That shouldn't be the question."

Suddenly Aizen hissed in pain as he felt something collide with his back and a burning sensation touched his skin. He turned around to see Goop as the one responsible. He looked back over his shoulder to see his skin starting to heal again because of the Hogyoku.

"Acid?" Aizen asked Goop. "Very resourceful."

Harribel decided that the time for words was over. She raised her blade at Aizen and fired her La Gota attack at him. Aizen appeared right in front of her.

"You will never raise your blade to me again," he said quietly to her.

"Rikujokoro!"

Six beams of light slammed into Aizen's midsection. Aizen was unable to move or do anything. Seeing his chance, Goop touched the Ultimatrix.

"Humongousaur!" he roared. Then he touched the Ultimatrix dial again to become Ultimate Humongousaur. Bringing his fists together, Ultimate Humongousaur brought his hands over his head and brought them crashing down upon Aizen. He brought them back up to see Aizen still standing and bound by those beams of light. He couldn't tell if he did any damage by he hoped that he was making Aizen hurt.

"Well, well, Ben Tennyson," Urahara said as he landed next to them. "I was wondering when I was going to meet you better. I still remember you from your last visit to Karakura Town. I must say that you got under Captain Hitsugaya's skin rather well."

Ultimate Humongousaur looked at him before looking back at Aizen. Aizen looked back at all his enemies with a calm expression on his face.

"So," he said. "What are you going to do with me now that you have constricted me?"

Urahara looked down at him. "Bakudo 63! Sajo Sabaku!"

Chains of energy materialized and wrapped themselves around Aizen's body.

"Bakudo 79! Kuyo Shibari!"

Eight black holes appeared around Aizen while a ninth one suddenly appeared in the center of his chest.

"What's he doing?" Ultimate Humongousaur asked.

"Limit of the thousands hands, respectful hands, unable to touch the darkness. Shooting hands unable to reflect the blue sky. The road that basks in light, the wind that ignited the embers, time that gathers when both are together, there is no need to be hesitant, obey my orders. Light bullets, eight bodies, nine items, book of heaven, diseased treasure, great wheel, grey fortress tower. Aim far away, scatter brightly and cleanly when fired!" Urahara said.

"You think I'll let you use that Hadō!" Aizen challenged Urahara.

"Too late," Urahara replied. "Hadō 91! Senjū Kōten Taihō!"

Spears of light materialized from the air and shot towards Aizen. The result was a powerful explosion that would have blown Ultimate Humongousaur away if Starrk, Harribel, and Nelliel hadn't pulled him as far away as needed.

"Wow," Ultimate Humongousaur said as he saw the explosion. "Did he get him?"

The others looked at the giant cloud of smoke left over from the explosion, waiting to see if Aizen was finally gone for good.

"It seems," Urahara said to Ultimate Humongousaur. "That he's become careless because of his newfound power."

"You're right."

Everyone saw Aizen appear behind Urahara but his body had changed. That white substance from before had now almost completely covered his body. Only the left half of his face was left untouched. Urahara tried to turn around.

"Too late," Aizen told him. In a fluid motion, he slashed Urahara across his shoulder. "Allow me to be careless," he told the falling Urahara. "As I don't have the need to be cautious. I can feel the strength of the Hogyoku in my body. My strength exceeds that of my older self. I'm now invincible now. So I don't have the need to dodge a level 90 Kido anymore."

"Oh come on," Ultimate Humongousaur groaned. "Can't this guy just stay down?"

Aizen looked over at Ultimate Humongousaur to reply but Urahara got his attention.

"I'm not talking about dodging Kido," he said to Aizen. "If it was your older self, you won't be letting me try my attacks one by one would you?"

Suddenly glowing rings of light formed around Aizen's wrists. Aizen's eyes widened "This is…" he said.

"This is a seal," Urahara confirmed. "It seals the reiatsu flowing out of your palms. And so, you will be blasted by your own reiatsu."

As soon as he said that, Aizen's body was engulfed in a pillar of light. Ultimate Humongousaur turned back into Humongousaur and then back to Ben.

"Please tell me he's finally beat," Ben said.

Urahara landed on the ground next to them and walked up to them.

"So these are Aizen's Espada huh?" he said as he looked at them. "I personally like you guys more than those other Espada I fought." His eye lingered on Harribel for a moment. No doubt noticing how much skin her released state showed. Suddenly, Ben stood in the way, blocking Harribel from Urahara's point of view. This action surprised Harribel. Ben then realized his folly. He was doing it because he didn't like for any of his female friends to be treated in a perverted way. Only now did he realize that his actions looked like one of possession and would probably give everyone the wrong idea.

"Oops, my fault," Urahara said with a chuckle. "I didn't know she was your girl."

Ben's face reddened. He was about to reply but…

"It's not over yet," Urahara said. "No way would that take care of him. That'd make him just another monster. He'll come out soon enough."

"Aw man," Ben groaned, throwing his arms up. "What does it take to beat this guy?"

"Well," Urahara replied. "Paradox said that you…"

"Ben!" Nelliel cried. She was pointing at the pillar of light.

Ben looked where she was pointing and his eyes widened. Walking out of the pillar was Aizen and now his entire body was covered in that white substance. His eyes now looked like orbs of darkness as he looked down at his enemies below.

"What…." Ichigo asked. "What is that?"

Before anyone could say or do anything, Aizen was right among them.

"So you lured me into a trap with a level 90 Kido," Aizen said to Urahara. "Then let me burn myself from within with my own techniques. If it had been anyone else…No. If I hadn't been following the Hogyoku's lead, it would be over now. Unfortunately for you the Hogyoku you created surpasses your own understanding."

He jabbed his fingers into his other wrist and yanked out what appeared to be some kind of cuff. He did the same thing to the other arm. "The technique you created to fight me won't work on me."

Narrowing his eyes, Urahara drew his cane sword out. Aizen looked at him. "Now that your techniques won't work, you turn to force?" he asked. "All right."

Isshin made the first move, swinging his sword at Aizen but Aizen kicked the blade upward with his right leg and then turned his body to attack Urahara with his sword. Urahara blocked the sword while Isshin blocked Aizen's foot. But both shot back from the force of the blows.

"Guess we've got to step in again," Starrk said. He raised his hand and energy began coming from his bandoleers. When the energy came into his hand, it took the form of a glowing sword that looked like his original katana. He used Sonido to appear above Aizen and swung his sword downwards. Aizen blocked the sword, but then Starrk raised his other hand and another sword appeared. Aizen's eyes widened as Starrk slashed him across the chest with his second sword.

Narrowing his eyes at Starrk, Aizen moved to attack him, only to find his sword hand and right leg wrapped in chains. He looked at Urahara and Isshin, who were holding the other ends of the chains.

"What do you think you're doing?" Aizen asked. "You…"

But someone else appeared above Aizen. A dark skinned woman wearing appeared to be a black leotard-like outfit with her arms and legs covered in some kind of balky armor suddenly showed up. Gritting her teeth, the woman brought her armored right fist smashing into Aizen's body. Starrk had dodged out of the way in time.

"Okay," Ben said. "Who are all these people?"

"You…Yoruichi!" Aizen yelled at the woman.

Yelling, the woman known as Yoruichi began pounding Aizen again and again and again. Ben could only watch speechlessly at this onslaught. Was he this bad when he pounded Nnoitra? In a few moments, Aizen had been pounded into the ground. Only then did Yoruichi stop her attack.

"How's that?" Yoruichi asked. "That must have…"

"Yoruichi-san!" Urahara cried. "Get out of there!"

A blast of light shot out of the ground around Yoruichi's left leg armor. Her eyes widened as he the armor started to disintegrate until her nothing but a black cloth covered her leg.

"Tch," Yoruichi replied before dodging away from the attack.

"What's the matter? It's not over yet, is it?"

Aizen rose up from the ground, but cracks covered his body like he was china doll on the brink of shattering.

"Hurry up and make your next move. I will smash each one to smithereens, until the very last one of you collapses."

"Not if I can help it!" Ben yelled. He activated the Ultimatrix dial and transformed into…

"Swampfire!" he yelled. But no sooner had he transformed did he hit the Ultimatrix dial again. The spikes out and he became…

"Ultimate Swampfire!" he yelled. "Take this!" He began throwing seeds at the ground near Aizen's feet. When the seeds landed they rapidly grew into vines that wrapped around Aizen's body.

"Do you think these will stop me?" Aizen asked Ultimate Swampfire.

"Not really," Ultimate Swampfire said with a shrug. "So how about this?" He raised his hands and bursts of blue fire shot out of them and towards Aizen. Aizen was engulfed by the inferno. "There," Ultimate Swampfire said after stopping his attack. "That had to do _something_." But the flames cleared and Aizen didn't even look burned. It seemed the only thing burned was the vines. "Give me a break," Ultimate Swampfire groaned.

"Do not feel bad, Ben," Aizen said. "If I had not absorbed the Hogyoku into my body, that _would _have hurt me. You cannot be blamed for being so powerless when no one can defeat me."

Ultimate Swampfire balled his fists at Aizen.

Harribel and Nelliel were waiting for their move. While Paradox had managed to remove Kyoka Suigetsu's influence, Aizen was proving to be too powerful to just charge at. They needed a plan or at least an opening.

Starrk was thinking the same thing and decided that there was possibly one way to defeat Aizen. He would split his soul into a hundred pieces and have them all explode around Aizen at once. He doubted that even Aizen could survive that big of an explosion. The only thing was how to get everyone else out of the way without putting Aizen on the alert.

Aizen brought his attention back over to Urahara and Yoruichi. "The number of steps you have taken to defeat me, shows how committed you are. And…it's also the number of your hopes. So all I have to do is destroy each one. Now make your next move, Urahara Kisuke, Shihoin Yoruichi, Isshin Kurosaki, my treacherous Espada, and of course you, Ben Tennyson."

Ultimate Swampfire raised his fists. "Gladly!" he charged at Aizen, ready to pound him down.

"Ben, no!" Nelliel cried.

Ultimate Swampfire ran up to Aizen and pulled his fist back to punch him.

"Bakudo 63," Aizen said. "Sajo Sabaku!"

Ultimate Swampfire could do nothing as the chains of light wrapped around his body. He struggled to break free but no good. He fell down on his back.

"You are the only fighter with regenerative abilities," Aizen told Ultimate Swampfire. "To attack you would be pointless. So sit back and watch, Ben Tennyson. Watch as everything you've fought for crumbles."

Ultimate Swampfire struggled against the chains. Aizen looked back at his other opponents. "Come," he said. "Attack me."

"Man," Urahara said. "What am I going to do now?" he looked at Yoruichi's unarmored leg. "That was special armor made to stand up against Hierro. I can't believe it was so easily destroyed."

Yoruichi frowned as she looked up at him. "Hmm? What? You're acting like it's my fault."

"No," Urahara said, covering his face with a fan. "I didn't mean it that way."

"Yes you did," Yoruichi said. "You think it's because I was slacking off, don't you? Hmm?" She got up in his face. "Listen. It's your fault for not making it good enough. You must've been slacking off when you made it."

"Alright, alright," Urahara said to her, waving his hand as if trying to shoo her away.

Aizen looked at Yoruichi's foot. "I see," he said. "There must be indeed something special for you to have survived my attack."

"Yeah," Yoruichi said. "My legs." She brought her unarmed leg up and started flexing her foot. Urahara made a face at her but tried to cover it with his fan. But it didn't go unnoticed. "What's that look for?" she demanded. Thwack!

"Ow," Urahara cried. "My nose!"

Starrk and Nelliel stared at the weird exchange between Urahara and Yoruichi while Harribel remained impassive. Isshin had a "you got to be kidding me" look and Ultimate Swampfire was trying to make heads or tails of the whole thing.

Aizen took a step forward and everyone's attention was on him. "There is no need to fuss," he said. "It is meaningless to debate over what exactly is special." He raised his blade. "If one blow can destroy one, then all I have only to strike three more times to destroy that specialness. "

"He's coming," Urahara said.

"I know," Yoruichi replied.

"Can you take him?"

"Who do you think you're talking to? As long as I don't use my left leg I'll be fine."

At that moment, Aizen appeared right beside her. She turned to look at him just as he turned to look at her. The next thing was a powerful explosion of light.

Ichigo watched the whole thing in horror.

"Is that what you should be doing?" Gin asked. "I'm behind you." Ichigo spun around to face his adversary. "Just kidding." Ichigo turned back around to see Gin standing a few feet in front of him, watching the battle. "I think," Gin said. "I'll sit this one out.

"Wha…what are you talking about?" Ichigo asked.

"It's fine," Gin replied. "Just watch. It's no use. I've been with Aizen-san for a long time but I've never seen him like that. Well, he took the Hogyoku inside himself without my knowledge so I shouldn't be surprised." He looked at Ichigo for brief moment before going back to observing the battle. "You can tell, can't you? There's nothing you can do now. They are going to die and so will you."

Ichigo frowned at Gin. "I won't let that happen," he said firmly.

"That's fine," Gin replied. "I figured you would say that."

"Besides," Ichigo pointed out. "You don't know what will happen to Aizen like that, either!"

Gin had a mild look of surprise on his face. "My, my," he said. "I didn't think you would say that." His smile came back on. "When you say it like that, it sounds like you're agreeing you'll be dead."

Ichigo froze.

"Could it be," Gin continued. "That some part of you has already given up?"

"No," Ichigo said firmly.

"Good grief," Gin said. He got back up and walked towards Ichigo, pulling out his dagger-like blade. "I guess I have no choice. I thought you were better than that, but you're still a child. You're fragile inside. I can't make Aizen-sama kill a coward like you." He pointed his blade at Ichigo. "Kamishiniyari! Buto!"

His blade extended faster than the blink of an eye. Ichigo managed to duck in time, but what he saw next shocked him. Gin had already retracted the blade. When did he..?

"Kamishiniyari! Buto Renji!"

This time, Gin's sword shot out with so much force it was like countless blades had fired at Ichigo. Ichigo flew to the skies, hoping to dodge the attack. He appeared above Gin, with his Hollow mask on. Gin grinned as Ichigo came at him.

* * *

Further away, a lone figure was running. It was Lieutenant Rangiku Matsumoto. The wound that Aizen had inflicted on her had not been a critical one. So she decided to do the only thing she could think of doing. She had to do it. She had to be the one.

"Going somewhere?"

Matsumoto froze, fearing that Gin or Aizen had caught her. She turned around, and slightly relaxed when she saw Paradox.

"We wouldn't be doing anything rash, would we?" he asked her.

"I have to do this, Paradox-san," she said quietly.

"_You,_" Paradox said firmly. "Don't need to put yourself in danger."

"But…" Matsumoto tried to object.

"Aizen will fall."

Matsumoto's eyes widened.

"I'm usually not one to give spoilers," Paradox said to her. "But Aizen will fall, here and now."

"Who?" Matsumoto asked. "Who's going to beat him?"

Paradox smiled at her. "Now that I will leave as a surprise. In the meantime, you might want to help someone else before she does something she will regret." He looked over to the left.

Confused, Matsumoto looked in the direction he was looking. Her eyes widened. It was Momo. And she was running towards the battle.

"Momo," Matsumoto said. "Hinamori." She ran off after her friend, fearing what would happen next.

Hinamori saw Matsumoto.

"Please let me do this, Rangiku," she said. "I…have to see if maybe…just maybe…I can convince Aizen-sama to come back."

"Hinamori," Matsumoto said. "He was never the man you knew. That man never existed."

"But…" Hinamori said.

Matsumoto hugged Hinamori. "It's okay. Hinamori," she said softly. "It's okay."

And with that, Hinamori burst into tears, crying on her friend' shoulder.

_Ben._ Matsumoto thought. _Bring Aizen down!

* * *

_

Gin looked down at Ichigo, who had fallen to his knees during their fight. "You're pathetic," he said. "Were you always this weak? Masks are so fragile. Is that all Hollowfication can do? You were scarier back then."

Ichigo, who was panting, looked at Gin. Gin looked back at him.

"You should run," he told Ichigo.

Ichigo's eyes widened. "Wha…

Back at the battle, Ultimate Swampfire was angry. He had been chained up with these Kido and he couldn't do a thing. The battle had taken to the skies. He had to get free somehow. Or at least turn into something that these chain things couldn't affect. And then it came to him. If it was anything like the Omnitrix then with the Master Control activated he didn't need to touch the Ultimatrix to change forms. If he was going to squash Aizen once and for all, he knew just the form to use. He just needed to think it and call its name.

Up in the air, Aizen was surrounded by his foes. By now, Yoruichi was reduced to just her left arm's armor.

"Are you okay?" Urahara asked.

Yoruichi glared at him. "Who do you think you're talking to?" she snapped at him. "It's because of your armor that this happened. Without it I would have dodged and remained unharmed!"

Urahara smiled at her. "Sorry about that," then he noticed Aizen was looking at him. "What are you looking at?" he asked.

"You," Aizen answered. "I thought perhaps your show of concern was part of your plan."

"I thought you weren't on guard," Urahara said.

"I'm not on guard," Aizen said. "Just observing. You were the only person in Soul Society whose intellect surpassed me. We may not be evenly matched in terms of strength but I have not lost my interest in you."

Urahara bowed his head. "You overestimate me," he said. "I am now…only a humble candy maker."

Suddenly a flash of green light came from the ground below and Way Big came up to greet them.

"Aizen!" Way Big yelled. "This ends now!"

Aizen smiled. "So you have become Way Big have you, Ben?" Aizen asked. "Is he your trump card? I would not be surprised. But I shall show you that even he…is an insect compared to me."

"Hado 32!' Urahara yelled, taking advantage of Way Big's distraction. "Okasen!" A wide arc of yellow energy fired towards Aizen.

Aizen raised his sword as if to defend himself and the Okasen waved away from him as if he was untouchable.

"You must know a level 30 kido is useless against me," he said. "So if you're using it that must mean…"

He parted the Kido away to see Yoruichi coming at him.

"Just as I thought," Aizen remarked as he prepared to block her but then Way Big's fist smashed down on him, sending Aizen crashing into the ground below.

"No more!" Way Big yelled. "I won't let you get away with this anymore!" With a yell, he brought his fists together and sent them crashing down on Aizen and he didn't stop there. He began smashing and punching and anything else he could think of but then his colossal fist felt something stop it. Wide eyed, Way Big looked down to see Aizen blocking his fist with one hand!

"Don't you understand, Ben?" Aizen asked him. "You can hit me a thousand times but you cannot defeat me."

Suddenly Yoruichi appeared right in front of Aizen, her armored arm ready to punch him.

"Shunko!" she cried. Her fist ignited with energy as it smashed into Aizen's body. A shockwave was unleashed from the blow that sent Way Big tumbling backwards and smashing a building behind him. Yoruichi pulled her fist back to punch Aizen again. But this time he caught her hand.

"I thought I told you," Aizen said to her. "You cannot defeat me."

"Lanzador Verde!"

Aizen's eyes turned to Nelliel's lance jabbed into him. It was spinning furiously against him but it could not seem to pierce this Hierro he had formed around his body but she did notice that many more cracks had formed on him.

"A good attack," he told Nelliel. "But pitiful."

Urahara appeared above him now. His sword was in its released state. "Shibari Benihime!"

Ropes of a crimson color came from his sword and wrapped themselves around Aizen.

"Do you really this can hold me?" Aizen asked.

Shunk!

Aizen looked to see Harribel and Starrk on either side of him. Both had stabbed him with their blades.

"You…" he said.

"You are finished, Aizen," Harribel told him.

"Nothing personal," Starrk said.

The two pulled their swords out of Aizen's body. Wondering why they did that, Aizen saw Urahara land on the ground. "Hiasobi Benihime, Juzu Tsunagi!"

The crimson ropes ignited, creating a massive explosion of energy. Aizen emerged from the smoke.

"Hmph," he scoffed. "Don't make me laugh. This is your trump card? Do you really think…" But he noticed Way Big towering over him. His arms were crossed into a giant L and green energy charged where the arms crossed each other. Aizen's eyes widened.

"Aizen!" Way Big called. "It's over!"

With that, Way Big fired the energy beam. Aizen was completely engulfed by the attack. The flashing green light fried the area. When it cleared a huge chunk of the ground was gone and instead left a smoking crater. Way Big grunted in satisfaction before turning back to normal.

"And good riddance!" Ben said. He turned to see the others around him.

"You did it!" Nelliel cried and engulfed Ben in one of her bone crushing hugs. "Ben, you really did it!"

"Gack!" Ben said. "Nelliel. Hurting me."

"Oops," Nelliel said. "Sorry."

Harribel and Starrk walked up to them.

"Impressive, Ben," Harribel said. "I did not know Way Big was capable of an energy attack."

"Always got one more trick up your sleeve, huh?" Starrk asked.

Ben grinned. "Hey, I'm full of surprises."

"Ben!'

Ben and the others turned to see Gwen, Kevin, Harribel's Fraccion, Nelliel's Fraccion, Redder, and Charlotte running towards him.

"We just saw Way Big blast that Aizen guy to kingdom come," Kevin said. "Nice move, Tennyson."

"We knew you could do it, Ben!" Apacci said.

"We never doubted you," Mila Rose said.

"Hello, Ben,"

Ben turned around to see Yoruichi standing behind him. He jumped back a little, startled by her closeness.

"We weren't introduced," she said. "I'm Shihoin Yoruichi."

"Ben Tennyson," Ben said nervously. He had seen this woman fight and was afraid of what she might do to him if he did the wrong thing or said the wrong thing.

Yoruichi smiled at him. "Relax, Ben," she said. "I don't bite."

But everyone then everyone saw some of the smoke beginning to part. Their eyes widened in horror.

"It can't be…" Charlotte said.

"No freaking way!" Redder cried.

"Aw, man!" Ben groaned.

"That was a good attack," Aizen said as he walked towards the group. "Never did it occur to me that Way Big would possess other abilities beside his incredible strength. You truly are a wonder, Ben Tennyson."

Ben grit his teeth. What did it take to get rid of this guy?

"I understand your power now," Aizen said as he got closer to them.

"Just what," Isshin said as he started to sweat. "Is going on inside that thing?"

Aizen walked over to them. "I think it's time," he said, "For you to understand my power too."

The next thing Ben saw was white light filling his vision. He closed his eyes and brought his hands to his face. When the light left, Ben opened his eyes again and he was greeted to an awful sight.

Urahara, Yoruichi, Isshin were gone but Starrk, Harribel, and Nelliel were lying on the ground in a heap. Ben froze. How had Aizen attack them so quickly? And why had he been spared?

"Starrk!" he cried. "Nelliel! Harribel!" He ran over to them and began shaking them. "Guys? Guys come on, what…" his eyes widened when he saw blood pouring from their bodies. "Guys!"

"Harribel-sama!" Her Fraccion cried.

"Nelliel-sama!" Pesche and Dondochakka cried.

"A…" Harribel said weakly. "Aizen said he wasn't… going to let us traitors…live anymore."

"Harribel-sama," her Fraccion said weakly.

"S…sorry, B…Ben," Starrk wheezed through pained breaths. "I…re…really wished things… could have been… different."

"Don't say that!" Ben yelled. "You'll be alright! I…I'll go get help!"

"It's too late, Ben," Nelliel said in whisper. "We…won't last much longer."

"No, Nelliel-sama!" Pesche cried. Dondochakka was just balling out tears.

"Don't say that!" Ben cried. "You can't die! You can't!"

"It's okay, Ben," Harribel said softly. "I would rather…die a thousand times…then live a life without knowing you."

Tears began pouring from Ben's face. "No! You'll be alright! You'll be alright!"

"Don't cry, Ben…" Nelliel said softly. "Please…I love you…so much."

"And I do too," Harribel said. "I love you…Ben Tennyson."

Ben let out a cry of anguish. "It can't end this way!" he cried. "It can't!"

"So don't let it."

Ben turned to see Azmuth looking up at him.

"How?" Ben demanded. "Aizen's invincible! My friends are dying! I may have the Master Control but there's not a single form in the Ultimatrix that can stop him!"

"Yes there is!" Azmuth yelled. "And it was for that one form I granted you the Master Control! It was the only other way to get past that stupid lock you put on it! The one form that can stop Aizen once and for all!"

"Ben," Sung-Sun asked. "What's he talking about?"

Ben's eyes widened. So far, there was only one form he had ever locked. Was Azmuth talking about…?

A flash of blue light glowed behind him. Ben turned to see Professor Paradox.

"I said you wouldn't get them to help you that day," Paradox said cryptically. "But today is a new day."

Ben's jaw dropped. His body trembled. "You mean?" he said.

Paradox nodded. "The time is now, Ben."

Ben looked at the Ultimatrix in wonder.

"Now," Paradox said. "I believe we should stop Aizen before he gets to Soul Society, don't you?"

Ben's face became hard. "Oh I will," he said. "Count on it!"

Paradox pulled out his pocket-watch and as usual, the group, minus the three fallen fighters, vanished.

The next thing Ben knew, they were in another devastated area of the city. Ben's eyes widened as he saw Yoruichi, Urahara, and Isshin scattered about. He also saw Ichigo, who was staring at the group in wonder.

"Ben?" Ichigo asked.

Ben looked past Ichigo to see Aizen and Gin looking at them. Aizen's head was finally visible. His hair was longer and his eyes were covered in blackness like how Ichigo's would be whenever he donned his mask. He and Gin had been about to go through a giant round door that seemed to just be in thin air.

"Aizen!" Ben yelled at him.

Aizen smiled at Ben. The boy had spirit, he gave Ben that. Despite having seen his power full hand, the boy still intended to fight him.

"We're not done yet!" Ben shouted.

"Not done yet?" Aizen asked in amusement. "Ben, I was being merciful by letting you live even now. Are you that eager to die? If so then I shall grant it to you. Perhaps then you can be with them again."

Ben's eyes turned to raw fury. The image of his friends' bleeding bodies was burned into his memories. All the people Aizen deceived, manipulated, hurt needed to be avenged. Ben vowed that he was going to make Aizen pay for it all.

"You'll pay for hurting Harribel-sama!" Apacci cried. She looked ready to pounce on Aizen herself. Both Mila Rose and Sung-Sun looked like they were about to also.

"And you will pay for hurting Nelliel-sama!" Pesche said. He and Dondochakka readied their weapons.

"Your leaders could not defeat me," Aizen said to them. "What gives you the hope that you can?"

"I still have one more transformation!" Ben yelled at Aizen. "One that can beat you no matter how strong you get!"

"Ah yes, the trump card Shinji mentioned," Aizen said. "So you were keeping a form of you hidden from me, Ben? Did you honestly think you could defeat me while holding back?"

Ben gritted his teeth as he tried to keep his temper under control.

"Show me, Ben Tennyson," Aizen challenged. "Show me this transformation of yours."

Ben narrowed his eyes at Aizen. "You asked for it!" he yelled as he activated the Ultimatrix. He flipped through the dial until he found the hologram of the alien he wanted. The alien he needed.

_Please. _He silently begged. _Please let this work. I have to stop Aizen. I have to!_

"Here goes everything!" he yelled as he slammed the Ultimatrix dial. His body was engulfed in green light.

_It does not matter what he become now_, Aizen thought to himself. _Nothing can defeat me now._

Soon the green light vanished and the being that stood for all to see caused even Aizen to momentarily pause.

"What is that?" he asked.

Standing in front of Aizen was a being the likes of which he had never seen. He was a humanoid alien with a completely black body that was covered in stars. Like someone had taken a piece of space and gave it a form. His eyes were green like all the other aliens Ben could turn into and the Ultimatrix symbol rested on his chest. Three horns protruded from his head. Three different voices came from the creature despite having no mouth. One was a gruff male voice, the second was a soft female voice, and the last was Ben's.

"Alien X!"

Alien X was part of the Celestialsapien race. He was the most powerful form at Ben's disposal, for he could make his thoughts become reality. However, it wasn't all fun and games. Deep inside Alien X's mind were two debating personalities. One was Serena, the voice of love and compassion. The other was Bellicus, the voice of rage and aggression. As the wielder of the Ultimatrix, Ben became the third voice, the voice of reason who would serve as tie-breaker for Serena and Bellicus. The first time Ben had ever turned into Alien X, he had been amazed by the things he could do and the powers he possessed but that changed when he had to put up with Serena and Bellicus' constant bickering. Even when the world was on the brink of destruction, the two didn't care. Well Ben had enough as he wasn't going to let that happen again. Aizen had hurt his friends, his own followers for that matter and he nearly killed them without a care in the world. Ben had tried to stop him but he couldn't lay a scratch on Aizen and if that monster wasn't stopped now, he was going to kill more people.

Not if Ben had anything to say about it.

* * *

So here Ben was, in Alien X's mind which looked like he was a deep void of space. Floating in front of him were two giant green faces. The two different personalities of Alien X. Serena's face was soft and feminine in an almost oval shape. Bellicus on the other hand had a face that was wrinkled and scowling like a grumpy old man.

"Ben Tennyson," Serena said. She looked at Bellicus. "Motion to greet our friend and hear him out?" she asked Bellicus.

"Motion denied," Bellicus responded. "Motion to not only set fire to Ben Tennyson, but to also put him through ten thousand years of torture for being associated with that time walker!"

"Bellicus," Serena said softly. "Ben didn't know about the treaty between us and Paradox."

"So?" Bellicus said.

"Alright!" Ben said angrily. "I don't have time for your two's arguing. I need your power to help me defeat…"

"And why should we help you?" Bellicus asked.

"Because my friends are dying" Ben yelled at Bellicus. "I don't care if you two don't want to save the world but I need your power now or more people will die!" His fists clenched in anger.

Bellicus blinked at Ben. He had never seen Ben so angry before. Personally he thought it was an improvement. The boy had been such a pushover in the past.

"My friends are dying because of him," Ben said as tears poured down his face. "Because of Aizen. And I couldn't do anything to stop it."

Serena saddened as she saw Ben like this. His pain filled her with sorrow.

"And if I don't stop him now!" Ben yelled. "He's gonna kill more people! I can't let him get away with this!"

"Why do you need us?" Bellicus asked. "I seem to recall you saying that you had 'nine other guys who could do the job better'."

Ben trembled with rage. "Aizen's too powerful for that! My other guys don't stand a chance. You two are the only ones who can stop him! So please, motion to stop Aizen and defeat him before he hurts anymore people?"

Bellicus opened his mouth to reply when…

"Seconded!" Serena cried, causing Bellicus and Ben to look at her in shock.

"What?" Bellicus demanded.

"Bellicus," Serena said softly. "Ben has been hurt by this Aizen. Hurt deeply. I would feel the same way if I ever lost you. Would you…not feel the same way if you ever lost me?"

Bellicus empty eyes widened when she asked him this. "Uh…" he tried to look anywhere else but at her "Er….fine." he said stubbornly. "Motion Carried!"

Ben's eyes lit up in pure joy.

* * *

Outside, in the real world, everyone was staring at Alien X. Everyone had expected him to attack Aizen, blast him, do something. But all he did was just stare off and remain frozen like a statue.

"This is your trump card, Ben?" Aizen asked, looking at Alien X. "I am deeply disappointed. If that is all," he turned to face the giant door. "Then we shall be leaving for Soul Society."

Just as he took step towards the door…

"Seconded!" Alien X cried in his three voices. He pointed at Aizen. "Punishing Aizen motion carried!"

Aizen turned to face Alien X. "So you can move after all," he said. "I feared that you had gone to hide from me, Ben."

"You will not win, Aizen!" Alien X said.

"No matter what powers this form of yours possesses," Aizen said as he raised his blade. "It cannot defeat me. I will teach you to grasp my power." He lunged forward at Alien X, ready to pierce him through.

"Motion Denied!" Alien X shouted. "We will not lose!"

Alien X waved his hand as Aizen flew towards him. When Alien X did so, Aizen's body froze. Not froze as in covered in ice but froze as if someone had pressed the pause button on him. Everyone except Paradox, Gwen, Kevin, and Azmuth stared in shock at this.

"It would appear," Alien X said. "It is _you _who cannot grasp _our_ power!"

Alien X pulled his fist back and punched Aizen in the face and that one punch sent Aizen flying kilometers back in an instant.

_How? _Aizen thought. _How is he this powerful?_

He felt his body collide with something, something firm and solid. He looked up to see Alien X looking down at him. When did he...?

"Leaving so soon?" Alien X asked.

Snarling, Aizen swung with his blade again. Alien X caught it in his bare hand.

"Motion Denied!" Alien X shouted. "You will not hurt anyone ever again!" He waved his other hand. At first Aizen thought something was going to happen to him. Instead it happened to his sword. Aizen watched in horror as Kyoka Suigetsu turned to dust in his hands. Alien X brought his hand down and Aizen's body had a mind of its own as it went crashing down the world below.

Groaning in pain, Aizen started getting to his feet. When he looked up, he saw Alien X already there, towering over him.

"What…what are you?" Aizen asked.

"We are Alien X," Alien X replied. "And we will show you how you powerless you are to _us_."

Aizen started laughing. "Do you think," he said, "That you can stop me? My power can destroy any being no matter how strong they are! Allow me to demonstrate with Kido! Seeping crest of turbidity, arrogant vessel of lunacy! Boil forth hand and deny, grow num and flicker, disrupting sleep! Crawling queen of iron, eternally self destructing doll of mud! Unite! Repulse! Fill with soil and know your own powerlessness! Hado 90! Kurohitsugi!"

The sky seemed to darken as multiple boxes of black energy appeared. Each of them was topped off with crest-shaped spears. They began to close in on Alien X.

"Behold the full power of my Kido!" Aizen said. "The likes of which you could not possibly comprehend! Now watch as you are destroyed by my Kido."

The black boxes continued to close in on Alien X. The Celestialsapien looked at his predicament.

"Motion Denied!" Alien X shouted. "We will not be destroyed!"

"What?" Aizen demanded. "What did you say?"

Calmly, Alien X waved his hand. The black boxes of energy vanished into thin air. Or rather, they were erased from existence. Aizen stared in utter shock at what he had just seen.

"You are finished Aizen," Alien X said. "You cannot win."

Aizen snarled. "You think you're invincible just because you beat one Kido?" he demanded. "Limit of the thousands hands, respectful hands, unable to touch the darkness. Shooting hands unable to reflect the blue sky. The road that basks in light, the wind that ignited the embers, time that gathers when both are together, there is no need to be hesitant, obey my orders. Light bullets, eight bodies, nine items, book of heaven, diseased treasure, great wheel, grey fortress tower. Aim far away, scatter brightly and cleanly when fired. Hado 91 Senjū Kōten Taihō!"

Alien X calmly waved his hand again as the spears of light came at him. They vanished into thin air.

"Is that all you can do?" Aizen asked. "Just make my attacks…." But he didn't get to complete his question as the spears of light that he had created appeared behind him. Alien X hadn't erased them. He'd simply teleported them behind Aizen.

"Aaaaaaaaaaah!" Aizen yelled as his own Kido struck him. His body now singed but starting to heal thanks to the Hogyoku as Aizen glared at Alien X.

"Motion Denied!" Alien X shouted. "You **will not** win!"

Aizen grit his teeth at Alien X. "So you think that just because you shattered my sword, stopped my Kido, and injured me, that you will win! Stop being so arrogant! If I can't hurt you with Kido, then I'll bind you."

"Motion denied! No more Kido!"

Alien X waved his hand again as Aizen prepared to try another spell. Aizen's body froze as if time had frozen, or rather as if he had been frozen in time. Alien X motioned upward with his hand. As he did, Aizen felt like his body was being pulled into the air like he was by a puppet on strings. Alien X then brought his hand down. And the same time, down came Aizen. He slammed into the ground, creating a gigantic crater. Alien X levitated over to him. Aizen got back up to his feet. He glared at Alien X.

Suddenly the Hogyoku in Aizen's chest began glowing. His body was becoming in more white substance. It was another transformation.

"Well," Aizen said. "It seems the Hogyoku sees you as a threat and it doesn't want me to lose."

The creature that Aizen became now was the most grotesque yet. A third, vertical eye looked at Alien X from the center of Aizen's forehead. His facial skin had split open to shall a black, demonic looking skull. Three holes ran down his chest with the Hogyoku floating in the center of the top hole. His feet were now single claws and his hands were blackened. From his back came six sheet-like wings with eyes upon the center, equipped with hollow-like skulls and trailing into tendrils. His clothing was gone and his body was extremely muscular.

Oddly enough, Aizen now resembled a Highbreed in his appearance.

"Fascinating," Aizen said as he looked at his new body. "The Hogyoku must have seen you as a great threat to give me such a transformation."

Alien X folded his arms. "We are not impressed."

Aizen gave a sinister grin from his new face. "You will be," he responded

One of the skulls on his wings opened up and released a blast of energy at Alien X. A tremendous explosion was made.

"Do you see now?" Aizen taunted. "Do you see how powerful I have become? Not one can compare to my power! No one!"

"Wrong!"

Aizen spun around and his eyes widened in horror. Alien X was standing right behind him, his arms folded again.

"No matter you powerful you become, Aizen," Alien X said. "You will not defeat us!"

Furious now, Aizen took a few steps away.

"You think you can defeat me?" Aizen challenged. "No one can!"

This time he fired blasts from all six of his wings. No way could Alien X dodge that attack in time.

"Motion Denied!" Alien X shouted.

Alien X held out his hand in front of him. The energy blasts all froze. With one wave of his hand, Alien X sent the energy blasts shooting back at Aizen with so much speed than before, that Aizen was hopeless to stop him.

The blasts created a massive explosion. Aizen's charcoaled body fell to the ground. Alien X levitated over to him. As Alien X looked at him, Aizen's body began healing because of the Hogyoku.

"We will make it so that you cannot hurt anyone ever again," Alien X said. He raised his hand.

Weakly, Aizen looked up at his powerful adversary. How could this being…be so strong? This Alien X had barely done anything while Aizen himself had been reduced to kneeling on the ground in this injured state. He got back up to lunge at his foe. Alien X waved his hand again and this time it felt like a crushing weight was upon Aizen. He could not move an inch. Alien X had manipulated Aizen's personal gravity to huge proportions, making Aizen unable to move an inch. Aside from his mouth and eyes. Aizen was completely at Alien X's mercy.

"You will not escape," Alien X said.

"How?" Aizen asked. "How are you able to do this?" he demanded.

"We are of the Celestialsapiesn," Alien X said. "Beings from the Forge of Creation. Making our thoughts become reality is child's play for our kind."

Aizen froze. "Make thoughts…become reality?"

"Yes, Aizen," Alien X said. "A power that you could never obtain."

"You fool!" Aizen yelled. "Do you realize what you can do with thaa power? You can do whatever you want! Why are you limiting yourself to things like saving lives when all of existence is at your fingertips? Why? Why are you wasting your powers protecting the weak!"

"Because we choose to!" Alien X replied. "As for doing what we want? We are doing what he want. And that is defeating you. But first…"

* * *

"I'd like to heal every one of my friends and allies," Ben said to Bellicus and Serena.

* * *

"What are you…?" Aizen started to ask.

"Seconded!" Alien X shouted. "Healing everyone motion carried!"

Alien X waved his hand into the sky. All throughout Karakura Town, those who had gathered found their bodies healing and their wounds disappearing.

"What…what happened?" Yamamoto asked. His body was fully restored.

* * *

"How…how did this happen?" Suì-Fēng asked as her lost arm had returned and was fully healed.

"Did...did something happen?" Hitsugaya asked.

"It has to be Ben!" Shinji said. "Come on, everyone!"

The Gotei 13 and the Visoreds used Shunpo to find out what happened.

* * *

"I thought," Harribel said as she looked at her completely healed body. "I thought we were dead."

"Ben!" Nelliel cried. "Where is Ben?"

Immediately she, Harribel, and Starrk used Sonido to find Aizen. If they found Aizen, they'd find Ben.

* * *

In the rushing sounds of Sonido and Shunpo, everyone gathered around Aizen to see what had happened. All of the Gotei 13, all of the Visoreds, Ayon, Starrk, Nelliel, and Harribel, all arrived. They saw the fallen Aizen and tried to figure out what happened and then their eyes landed on Alien X.

"Ben?" Harribel asked.

"Is that really him?" Nelliel asked. No one could have been prepared for Alien X.

"What…what happened?" Shinji asked. Then he saw Alien X. "So that's Alien X."

"Paradox was right," Rose said.

"He did all this?" Lisa asked.

"Apparently," Hachi told her.

"He's so coooool!" Mashiro said.

"Sheesh," Starrk said impressed.

"Incredible," Urahara breathed.

"What is that?" Suì-Fēng asked.

"That's Alien X," Kevin answered. Everyone saw Ichigo, Kevin, Gwen, Azmuth, Harribel's Fraccion, Nelliel's Fraccion, Charlotte, and Redder walking towards. Kevin looked at Alien X. "He's Ben's strongest guy. He just needs to blink and he could wipe us all off the face of the planet."

Everyone, minus the Visoreds who had been told about Alien X by Paradox, stared in complete and utter shock. Even Yamamoto felt himself sweating from this discovery.

"It's true," Azmuth said. "Alien X is part of the Celestialsapien race. They possess the power to make their thoughts become reality."

Ichigo stared. "Make…their thoughts become reality?"

Azmuth nodded. "They are not a species to take lightly."

"Ben had a form like this all along?" Nelliel asked.

"Then why didn't he use Alien X in the first place?" Hitsugaya asked, bothered about all they had gone through.

"Because Alien X is as tricky as it is powerful!" Azmuth snapped. "Celestialsapiens have split personalities and they can only do anything if these personalities agree. This was one of the lucky times Ben actually got Alien X to work."

The Gotei 13 looked at Alien X. He wasn't moving.

"Why isn't he moving?" Ichigo asked.

"He's debating," Gwen said.

* * *

Inside Alien X:

"Now to business," Bellicus said. "How shall we punish Aizen? I move we set _him _on fire for a thousand years. Then…we leave him frozen for another thousand years. Afterwards we chuck him into a black hole."

"Bellicus," Serena said softly. "Ben's friends are all right and Aizen cannot do anything to us. Perhaps we should give him a lighter sentence."

Bellicus scoffed. "You never let me have any fun," he pouted.

"Perhaps we should let Ben decide," Serena suggested. "Ben, what do you think we should do?"

Ben thought long and hard about it. When he first turned into Alien X, he was ready to wipe Aizen off the face of the planet. But now…now that it came to this….Ben realized that if he actually did that, he'd be no different than Aizen. But he couldn't just let Aizen get off the hook. He didn't want Aizen to hurt anyone ever again. And that's when it occurred to him.

"I've got it!" he cried. "Motion to…

* * *

Back in the real world, everyone waited for Alien X to do something. They thought perhaps that he had fallen asleep. So they were a little jumpy when Alien X turned around to face Aizen.

"Sosuke Aizen," Alien X said. "We have chosen your punishment."

Yamamoto narrowed his eyes. He wanted to object to Alien X deciding Aizen's fate but if Alien X was really as powerful as everyone said he was, then Yamamoto would allow him to do as he pleased.

Once again, Alien X waved his hand. This time, it looked like time was reversing on Aizen. His body was rapidly changing from his monster transformation. It then became his long haired form before reversing back to his completely covered form and the process continued reversing until Aizen was brought back to normal.

"Seconded!" Alien X said. "Motion Carried!"

In a flash of green light, Alien X was gone and Ben stood for all to see. He turned to look at Aizen. Aizen struggled to get up to his feet.

"What…what did you do to me?" Aizen asked weakly.

"When I first turned into Alien X," Ben said. "I was ready to erase you from existence. I hated you so much that I was willing to make you suffer in the worst way possible. But then I realized something. If I did that…I'd be no different from you."

Aizen glared up at Ben.

"So I did something else," Ben said. "I took away your powers."

Aizen's body trembled. "You did what?"

Everyone stared at Ben in awe. Was it true? Had he actually taken away Aizen's powers? The Shinigami and Arrancar began trying to sense Aizen's reiatsu. They couldn't sense any!

"He…he did it," Ukitake said. "He really did it."

"Didn't I tell you this kid had the right stuff?" Kyoraku asked.

"Ten-chan won?" Mashiro asked. Suddenly she threw her hands in the air. "Yay! Ten-chan won!" She leaped towards Ben and hugged him. While it was sudden, it wasn't as bad as Nelliel's bone crushing hugs.

"Hey!" Kensei yelled. "Let the kid go! He never said he wanted to be hugged anyway."

Mashiro stuck her tongue out at him. "Boooo! Kensei's a party pooper."

"Well done, Ben Tennyson," Azmuth said. "Once again you have proven yourself capable of wielding the Ultimatrix in ways I did not think possible. So…congratulations."

Ben gave a sigh of relief as he looked at the fallen Aizen. "It's finally over."

"It's finally over?" Aizen asked. "What gives you the right to say that? What gave you the right to take my powers away? Why do you have to oppose me? Who…who are you!" Aizen demanded.

Ben looked at him. "I am the bearer of the Ultimatrix, I am the Protector of Earth, the Hero of the Universe, the Bane of Vilgax," Ben listed the titles he'd been given. He punctuated his last statement by punching Aizen so hard in the face that he fell over in pain. "I am…Ben 10!" Ben's hand was throbbing from hitting Aizen so hard but it still felt good to finally put the man in his place.

"Ben Tennyson."

Just then a clapping noise was heard. Everyone turned to see Gin walking towards them.

"Those were all wonderful performances, everyone," Gin said with that smile of his.

The blond man with the depressed look, Kira, stared with wide eyes. "Captain Ichimaru,"

Matsumoto glared. "Gin," she said.

All the others began reaching for their Zanpakuto, ready to strike Gin down. Gin looked at them all.

"Ain't that Ben something?" he asked. "He just had to go and turn the whole thing around. Kinda like a Deus Ex Machina, you know?"

Nobody said a thing, waiting for Gin to make the first move. Gin looked over at Ben. "I'd like to personally thank you, Ben."

Ben raised an eyebrow but kept up his guard. "Thank me? For what?"

Gin's smile widened. He looked over at the fallen Aizen. "Looks like Ben really got the better of you," he said. "Guess it's finally the curtain call."

Aizen looked at Gin weakly. "Gin…" he said.

Gin's pulled out his blade. "Shoot to kill, Shinso!" And Gin's blade shot out and stabbed Aizen right through the heart. Everyone looked at Gin in absolute shock. Aizen's eyes widened as he slowly turned his head to look at Gin.

"You don't know how long I've wanted to do that," Gin said.

His blade came out of Aizen's chest and shrunk back to his sealed Zanpakuto. Aizen looked at his wound before he looked into the sky. He opened his mouth as if to say something, but he collapsed before the words came out.

Sosuke Aizen, the enemy of Soul Society, was dead.

"Why did you do that?" Ben demanded from Gin. "He was beaten! He couldn't hurt anyone anymore!"

"Sorry, Ben," Gin said. "But it was personal."

"Wait a minute," Kevin said. "Are you saying the whole reason you joined up with Aizen was just so you could kill him?"

Gin grinned at him. "Got it in one."

"Nice," Kevin complimented at Gin's deception. Gwen elbowed him.

**End of chapter**


	16. When Everything is Said and Done

Disclaimer: Ben 10 and Bleach do not belong to me.

**Well everyone. This is the last normal chapter of the first Bleach: Ultimate Alien story. After this, I'm having two to three bonus chapters added. And then the sequel and Ten Piece, the crossover between Ben 10 and One Piece, will be on their way. I'll be putting a new poll up on my page to see which One Piece Arc you think Ben and the others should be introduced in.**

**Remember the original reason in this story I gave you as to why Ben had not scanned the DNA of the Hollows and stuff? Well in this chapter, you're about to find out the real reason why Ben never gained an Arrancar, Hollow, or Shinigami form.**

**Well we've been through a lot, all things considered. Especially in the romance department. It went from a BenxNelliel pairing to a harem and now down to a love triangle of NellielxBenxHarribel. All thanks to me getting carried away, sadly. I do intend to resolve this relationship problem in the sequel though. I just hope I don't blow it.**

**Now, enjoy this chapter!**

When everything is said and done…

Ben shook his head in confusion. "Hold on," he said to Gin. "You mean you were some kind of double agent the whole time?"

"News to us," Kyoraku said. The other captains nodded in agreement.

Yamamoto narrowed his eyes at Gin. "Explain yourself, Gin Ichimaru!"

Gin just gave Yamamoto that grin of his. "Aw," he whined. "I don't feel like it."

Yamamoto gritted his teeth as he prepared to yell at Gin.

"Now, now," Paradox said, appearing before everyone. "No need to get so worked up, Yamamoto. Considering the fact that Gin helped get rid of Soul Society's number one enemy, I believe he's earned a bit of slack, don't you?"

Yamamoto turned his glare over to Paradox, who merely ignored it.

"You know," Kyoraku said. "He does have a point."

Yamamoto turned his glare at Kyoraku.

"Now," Paradox said as he pulled out his pocket watch. "The others from Hueco Mundo should be coming here right about…" Just then a Garganta opened up in the sky. "Now."

Everyone looked up at the Garganta as it opened. Someone was walking out of it, someone with black hair, pale skin, and a broken helmet.

"Ulquiorra?" Starrk asked.

Ulquiorra did not make any movement once he reached the entrance of the Garganta, he merely observed the scene before him. When his eyes landed on the dead Aizen lying on the ground, his eyes widened in shock.

"You did it," he breathed. "You killed him."

Gin raised a hand. "Guilty as charged," he said. Ulquiorra's eyes widened even further.

"You?"

"But you have little Ben here to thank for it," Gin said, nodding towards Ben. "He's the one who actually beat Aizen to the ground. I just finished him off."

Ulquiorra turned his wonder filled eyes at Ben. Ben was looking at the ground. He wasn't very happy about being given credit for Aizen's defeat since Gin had killed him.

"Don't feel bad, kid," Gin said to him. "I'm no better than he is, so it's no big deal if I killed him."

"But…" Ben started to say.

"Captain Ichimaru," Kira said, causing everyone to look at him. "Was that really your intentions? Were you really planning on killing Aizen from the get-go?"

Gin's face softened, looking at his former lieutenant. "Yep," he said. "That was the plan."

"I see," Ulquiorra said. "Never once did I suspect you of eventually betraying Aizen."

"Aizen?" Gin asked in amusement. "No more 'Aizen-sama'? Never expected that from you."

"Ulquiorra-kun," a familiar voice said from within the Garganta. "What's going on out there?"

Ben blinked. "Orihime?" he asked.

"Was that Tennyson I heard?" another voice called.

"Captain Zaraki?" Ichigo asked.

The Garganta opened wider to reveal the whole gang back from Hueco Mundo. There was Orihime, Uryu, Chad, Renji, Rukia, Captain Zaraki, Yachiru, Captain Byakuya, Captain Kurotsuchi, Nemu, and some tall silver-haired girl that Ben hadn't met.

"Captain Unohana," the tall girl said. "What happened?"

The others looked at Aizen. "He's…he's dead?" Rukia asked.

"That's right," Gin said, drawing the others attention. "I decided to do you all a favor."

"Wait a minute," Zaraki said. "Are you telling me _you_ killed him?"

"With Ben's help of course," Gin said with that smile of his. The group in the Garganta looked at Ben in wonder.

"Tennyson?" Renji asked. "Tennyson beat Aizen."

"Sure did," Gin continued. "Turned into this guy called Alien X and beat Aizen around like a rag doll.

Ben felt a knot in his stomach. He really didn't like being given credit for helping in murder.

* * *

Soon, everyone came down to the ground and having group discussions about what was going on. Now that everything was settled, Ben was properly introduced to the Gotei 13. They each treated Ben with respect and kindness. Even Suì-Fēng grudgingly thanked Ben for his part in the war. Matsumoto had tried to flirt with Ben but Gwen quickly pulled Ben away before she could anything other than introduce herself. Kevin turned back to normal but not before Kurotsuchi had seen him. The guy was looking at him like a predator to a meal. But tough guy Kevin just glared back. Many thought it was impossible for a tiny creature like Azmuth to have made Ben's Ultimatrix and it was funny to see Azmuth react so impulsively whenever someone commented on it. Byakuya, Zaraki, and Kurotsuchi were surprised by the Visoreds, but accepted that they had come to settle the score with Aizen. According to Orihime, Ulquiorra had stayed behind to protect her, thanks to Paradox's words. Whatever those words had been, Ulquiorra kept them to himself. Ben's friends had all gone back into their sealed states except for Harribel. Nobody asked why but figured it was because she didn't fully trust the Shinigami. Lilynette was chewing Ben out for keeping a powerful form like Alien X a secret. Yamamoto kept his eyes on Gin. Despite Gin being the one to kill Aizen, he still couldn't be trusted. Gin just looked back at him with that smile on his face.

Then of course there was the issue about Isshin Kurosaki being a Shinigami this entire time. Ichigo had to constantly tell everyone that he had no idea but then his dad did a crazy flying kick into Ichigo's head and that lead to the two getting into a comical fight. Gwen and Orihime tried to stop the fight while everyone else laughed at the exchange between the father and son.

Hinamori was looking at the fallen body of Aizen. She remembered that day in Soul Society when everyone thought that Aizen had been murdered. She had been so devastated that day. Even when Aizen had been labeled as a traitor, she believed that Gin had been the one to pulling the strings that Aizen was Gin's puppet. However, when she had joined in the battle against the Arrancar, she had accepted the fact that she might have to fight her former captain. Even when he had used his powers to trick the captains into attacking her, she tried to reach out to whatever decency he had left. Unfortunately, there was none. The man she knew was just an illusion, no different than the ones he could create with Kyoka Suigetsu and now that the real Aizen was dead…

"Hinamori?"

Hinamori turned around to see Hitsugaya walking towards her. The captain of the 10th division was afraid of what Hinamori would do now that Aizen was dead. Personally he figured the whole Gotei 13 thought she would attack Gin in fury but Toshiro was surprised to see her look a lot calmer than how he thought she'd look.

"Are you okay?" he asked.

Smiling softly, Hinamori nodded. "Yes, Shiro-chan," she said. "I feel…I feel…like I've woken up."

Hitsugaya allowed himself a smile. He feared what would kind of toll Aizen's death would take on Hinamori's mind. But if she was telling the truth, then maybe Aizen's hold on her was finally gone.

* * *

Ben was sitting off to the side against some rubble. He looked at all the people he'd saved, though. That was one consolation. Once again, Ben Tennyson had saved the world. So why didn't he feel like celebrating?

He was just so tired now. War was never a good thing in his book. People got hurt and killed. He looked at Aizen's body. Sure, the guy had been the biggest jerk in history but Ben never wanted it to end this way. As a hero, he's always tried to prevent people from dying but even he couldn't have stopped Gin. He just never saw it coming.

Now, he just needed a break from all this. He needed to see his folks. They missed him according to Gwen. Then he was going to get a smoothie with some chili fries.

But, there were still things to settle. Like his women troubles. To think he had five women after his heart and he never even knew. Guess Gwen was right. He really wasn't the most observant guy when it came to these kinds of things. How was he going to deal with this now that the war was over?

"Something troubles you, Tennyson-san?"

Ben looked up to see Captain Ukitake and Captain Kyoraku walking towards him. Ukitake had a concerned look on his face.

"Er," Ben said, not sure how to explain his problems.

"You are still troubled by Aizen's death," Ukitake figured.

Ben's eyes widened as he looked at the white haired captain in surprise. Well it was that and the girl problem. But it was probably best not to bring up the latter.

Ukitake knelt down next to Ben. "I do not blame you," he told the 16 year old boy kindly. "You had no control over the situation."

"Aw, is he still moping?" Ben turned to see Gin looking at him with that smile of his. "What are you still moping for?" he asked. "Aizen's dead and you won! Shouldn't you be celebrating?"

Ukitake frowned at Gin's words before looking at Ben.

"Kid," Kyoraku said to Ben, "War's never a good thing. People will die."

Ben frowned as he looked back down at the ground. Ukitake glanced at his long time friend.

"Granted, none of us would have thought of taking Aizen's powers away," Kyoraku admitted. "But it's not your fault he's dead. Gin was planning on doing it from the beginning and he's been in Aizen's ranks for what I suspect to have been a long time. None of us saw it coming."

"So you see, Tennyson-san," Ukitake said kindly. "You are not to blame. Taking Aizen's powers away and sparing his life just proves that you were the best out of all of us."

Ben felt as if some of the weight had been lifted off his shoulders by Ukitake's words. Maybe he was right after all.

"You said that you had been saving the entire world ever since you were a mere child," Ukitake said. "Is this true?"

"Of course it is," Gwen said, overhearing the conversation. "Ben's been through a lot ever since he was ten years old ever since he found the Omnitrix. There were plenty of times he could've died but he never gave up helping people." Her eyes softened. "There was even a time when he was going to leave me and our Grandpa Max because he didn't want us to get hurt."

Ben cringed, remembering that day well. It was the day he had stopped a robbery as Four Arms. The leader had that woman Rojo. In the process, Grandpa Max had been hurt. Blaming himself for the incident, Ben had thought it would be better if he left Gwen and Max so nothing else would happen to them. Of course, Gwen had convinced him otherwise.

Ukitake looked at the young man sympathetically. "One so young should not have to bear such a burden on his shoulders."

Azmuth snorted. "Burden, nothing," he said. "When young Tennyson obtained the Omnitrix, predecessor to the Ultimatrix, he originally used it as a toy. He took advantage of the powers given to him so that he could goof around and have fun."

Ben pouted at Azmuth's words.

"He does have a point, Ben," Gwen admitted, causing Ben to frown at her.

"However," Azmuth said. "Ben was unlike all the other beings that would rather use the Omnitrix as a weapon of war. And of course, Ben began using the Omnitrix to save people's lives. Originally he did it for attention as most children would, but in time Ben was willing to put the entire universe's very existence before his own."

"And Ben has done an excellent job keeping the universe safe," Paradox said. "And he will keep it that way for many years to come."

The other captains and fighters looked at Ben in respect and awe.

"I guess hanging out with Aizen wasn't so bad after all," Lilynette said, causing everyone to look at her in confusion. She then grinned at Ben. "Cause if Starrk and I hadn't, then we would never have met you."

"I will admit," Suì-Fēng said. "The boy is remarkable."

"Risking his life for the universe at ten years old," Gantenbainne said. "I'll say that's remarkable."

Rukia grinned. "He's even cooler than you are, Ichigo."

Ichigo shot her a look. "What is that supposed to mean?"

"He saved the whole universe at ten years old," Rukia said smugly. "You never even saved the world."

This was followed by mostly everyone laughing as the two started arguing with each other.

Nelliel smiled and tried to keep the joy from exploding out of here. She had special treat in store for Ben. She had finally decided that it was time for him to see how much she wanted to be in a relationship with him. He was going to be her first kiss. She was waiting until the right moment because she wanted everything to be just right. Her cheeks turned a light shade of pink at the thought.

Harribel was thinking along the same lines. The more she heard about Ben's life, the more she loved him. There was a reason she had stayed in her released state, and not for the reason everyone thought she did, but they would find out when Harribel wanted them to.

"You know, Ben," Redder said with a grin. "You're okay."

"Oh, Ben!" Charlotte cried. "Even as a young boy, you were willing to risk your life for your entire universe. That truly is the most beautiful thing ever to behold."

"The kids got guts, I'll give him that," Ikkaku said with a grin. "And he's not a bad fighter either."

"Ten-chan is so brave," Mashiro chirped.

Matsumoto had sly smile on her face. Oh the fun she was gonna have with little Ben.

Just then a shadow loomed over Ben. He looked up to see Kenpachi Zaraki looking down at him with a big grin on his face. Or was it a leer? Ben couldn't tell with this guy. Either way, that look on the guy's face gave him the chills.

"So, Ben," Zaraki said. "Word is that you got this form called Alien X who beat Aizen like he was nothing."

"Uh…" Ben said nervously, not liking where this was going. "Yeah."

Kenpachi's grin widened. "Perfect." He raised his sword. Ben's eyes widened as Zaraki brought his sword down. If he hadn't rolled out of the way the last minute, Ben would've ended up just like the destroyed rubble that had received the full force of Zaraki's blow.

"Taicho!" Ikkaku and Yumichika both cried.

"Captain Zaraki," Ukitake said calmly but firmly. "What is the meaning of this?"

"What does it look like I'm doing?" Zaraki asked. "I want the kid to turn into Alien X."

"Why?" Ben asked as he reached for the Ultimatrix, hoping for some kind of form that could get him out of there.

"I want to fight him," Zaraki, as if that was the most obvious thing in existence.

Ukitake went to talk but then he had a coughing fit.

"Captain Ukitake!" Ben cried. "What's wrong?"

"It's tuberculosis," Kyoraku said grimly as he rubbed his friend's back. "He's had it for some time."

"Tuberculosis?" Gwen asked. "Does he have any medicine for it?"

"Who cares about that?" Zaraki asked before looking back at Ben. He raised his sword. "Turn into Alien X," he ordered.

"Get away, you barbarian!" Kurotsuchi yelled. "I want to experiment on Alien X and I won't have you damage it in any way."

The next thing Ben knew, Harribel and Nelliel were at his sides. Both had their weapons pointing the two captains.

"Touch him and I will kill you where you stand," Harribel threatened firmly. This statement caused everyone's attention to focus on Harribel. Yamamoto was about to open his mouth.

"Considering the fact that your own men were trying to harm young Ben," Paradox interrupted. "You can hardly blame Harribel for being so protective."

Yamamoto glared at Paradox.

"We do not wish to fight," Nelliel said softly. "But Ben is not something for you to do whatever you please."

Zaraki snorted. "Hiding behind women, Ben?" he asked. "I thought you were tougher than that." He looked at Harribel and Nelliel. "You want to fight me then?"

Now it was Ben's turn to become furious. He nearly lost Harribel and Nelliel to Aizen and he was not going to let that happen ever again.

"You hurt them and see what happens," he challenged, activating the Ultimatrix.

Apacci, Mila Rose, and Sung-Sun were watching as all of this was taking place. They were back in their sealed states and Ayon was turned back into their arms that they were able to reattach to themselves. They each exchanged a knowing look with each other. Now that there were no more distractions, they could focus on getting Harribel-sama and Ben together.

Further away, Pesche and Donodchakka were thinking the same thing. They were determined for Ben to be with Nelliel-sama.

"That's…" Ukitake said as he took a deep breath. "That's enough." He looked at Zaraki sternly. "Ben does not want to fight you, Captain Zaraki. You cannot force him to."

Zaraki scoffed at Ukitake's words.

"He's right," Kyoraku said. "Besides, if Alien X was able to beat Aizen then he could probably beat you."

Zaraki's grin came back. "That's why I want to fight him."

"Enough!" Yamamoto yelled, causing everyone to look at him. "Aizen is dead and the war is over. I will not have you squabbling with each other!"

He looked at Zaraki as he said this, as if daring Zaraki to make a move. Zaraki just looked back at him without a worry in the world.

"Tch," Zaraki said scoffed. "Fine." He sheathed his sword.

"Paradox," Ulquiorra called. "I brought them."

Everyone turned to see Ulquiorra, Redder, and Charlotte. They were carrying Baraggan's other Fraccion. Charlotte was carrying Findor while Redder was carrying Vega. Ulquiorra was carrying Poww and Nirgge. Even though Ulquiorra was easily carrying both of them, it was a good thing that Poww had gone back into his sealed state while unconscious. Ulquiorra and the other two deposited them down on the ground.

"Do we finish them off?" Suì-Fēng asked.

"What?" Ben cried. "Why?"

Yamamoto looked at Ben. "Ben Tennyson, as the one who defeated Aizen, I respect your judgment but we cannot allow them to live. They will just keep coming back for revenge."

"Can't you like, close the doorway to Hueco Mundo or something?" Gwen asked. "Seal them in there? There's got to be another way besides killing them."

"We could always chuck them to the Null Void," Kevin suggested. "No way could they get out of there."

"The Null Void?" Ukitake asked.

"Interdimensional prison meant for the worst criminals," Kevin said. "I should know. Those guys would never get out of there."

Gwen gave Kevin a look, bothered that he would bring up his time spent in the Null Void.

"We can return them to Hueco Mundo," Ulquiorra said. "But someone will need to look after them as well as the other remnants of Las Noches."

"What do you mean?" Shinji asked.

"Las Noches is in ruins. Aizen and Baraggan are dead as well as most of the Espada," Ulquiorra explained. "If someone does not bring order to Hueco Mundo, it will be ugly. Normally this responsibility would fall onto the most powerful Hollow or Arrancar and that would apply to Starrk. After all, he was the Primera."

Starrk rubbed the back of his head. "Yeah, about that," he said. "Leadership was never really my thing."

Lilynette kicked him in the shins. "What?" she cried at him. "You jerk, we'd get a whole kingdom all to ourselves and you turn it down. What's wrong with you?"

Ulquiorra ignored Lilynette's ranting to look at Harribel and Nelliel. "I would ask either one of you to do so, but I already know your answer."

Harribel nodded. "We would have to refuse," she said.

"We understand that Hueco Mundo needs order in it now," Nelliel said. "But we want to stay with Ben."

"Ulquiorra," Ben said. "What did you mean by most of the Espada are dead?"

"Baraggan, Nnoitra, Zommari, Szayel, Aaroniero, and Yammy are dead," Ulquiorra explained. Ben cringed. Zaraki, Byakuya, and Kurotsuchi had to be the ones responsible.

"Wait," he said. "What about Grimmjow?"

"Grimmjow is alive," Paradox reassured him. "I had Unohana heal him before while everyone else was battling the other Espada."

"Grimmjow, Nelliel, Harribel, Starrk, and myself are the last of the Espada," Ulquiorra said.

"What about Dordonii and Cirucci?" Ben asked.

"They're dead," Ulquiorra answered. Ben's eyes got wide. "Dordonii and Cirucci were defeated when Kurosaki and his friends came to rescue the woman. Szayel had the Exequias execute them so he could research their data."

Ben felt his body tremble with anger. Szayel really was the lowest of the low. Now he didn't feel as guilty that Szayel was dead. But…

"Can't you do something, Paradox?" he asked the time walker. "You managed to bring Ulquiorra back."

"Ulquiorra was _dying_, Ben," Paradox explained. "I told you before that there are things even I can't do, and bringing the dead back to life happens to be one of them."

Ben looked at the ground in sadness. If he had known what had happened, he would've used Alien X to bring them all back.

"What about Wonderweiss?" he asked.

Paradox shook his head sadly. "I'm sorry Ben but there are things even my powers cannot do and meddling with the laws of nature is one of them. However, just because I cannot help him, doesn't mean nobody else can. However, there are people who can."

"Don't worry about that, Ben," Urahara said, waving his fan. "Paradox and I already talked about that. I'll take care of him for you."

"You…you can?" Ben asked.

"With Orihime-chan's help of course," Urahara said, looking at Orihime. Orihime gave him a confused look before her eyes widened and she nodded in understanding.

"Orihime?" Ben asked. "What does…"

"You better do something fast, Tennyson," Kevin interrupted. "I think they're waking up."

Ben turned to look at the fallen Fraccion. Sure enough, they were starting to stir. The next thing Ben knew, everyone began pulling out their Zanpakuto.

"Everyone, wait!" Ben said. "Let me talk with them first."

"And do you think they'll listen to you?" Hiyori asked.

"It's worth a try," Ben told her.

"Besides," Urahara said. "Considering the fact that Ben's the one who actually beat Aizen, I believe he's more than earned this."

"I agree," Komamura said. "This boy has done so much for us; it is only far that we respect his wishes."

The other captains all looked at each other before looking at Yamamoto, awaiting his next orders. Yamamoto looked back at them, then at Urahara, and then at Ben.

"Very well," he relented. The captains began to sheath their Zanpakuto. Nodding a thank you to them, Ben walked over to the fallen Fraccion. Charlotte, Redder, Harribel, Nelliel, and Starrk gathered around, ready to protect Ben at a moment's notice.

Findor was the first to awaken. Bringing a hand to his head, he started to sit up. Shaking his head in confusion, he looked around. His shock was understandable at being surrounded by Shinigami.

"What is going on?" he asked. More like demanded. His eyes landed on the one person he had truly grown to hate. "Ben Tennyson." He glared. "Where is Lord Baraggan?"

"Baraggan's dead," Starrk said in his monotone voice.

The other Fraccion, who were starting to come to, became alert when they heard him say that.

"You lie!" Vega cried. "Lord Baraggan could never be killed."

"He is," Starrk said with a shrug. "I'm the one who killed him."

Baraggan's Fraccion looked at Starrk in complete and utter horror.

"Your master is dead," Harribel said. "And now you are left with a choice."

Vega snarled at her. "Who did you think you are to boss around, traitor?" He kicked off the ground and came at her.

"Vega!" Findor cried. "Don't be a fool!"

Vega had tried to punch Harribel but she caught him with one hand easily. She looked down at him calmly.

"You were foolish to try and attack me," Harribel said. "I understand you are mad that your master is dead, but you must accept what has happened and that you cannot win. And…" she pushed Vega backwards, causing him to crash into the ground. "Ben is the only one who may touch me."

Harribel's words caused a moment of shocked silence throughout everyone, or at least those who cared. Some like Ulquiorra and Kenpachi didn't care. Whether or not she meant it in a suggestive way was unclear, but that didn't stop people from reacting to her words. Some were speechless that this woman possibly wanted to be intimate with the bearer of the Ultimatrix. One example was Gwen. When she tried to speak, all that came out was sputtering. Matsumoto and Yoruichi had amused smiles on their faces. This was going to be fun in their minds. Apacci, Mila Rose, and Sung-Sun were thrown off by the forwardness of their leader, but they were also glad. Harribel possibly showed that she was more than willing to be intimate with Ben. How could any young man resist something like that? And now that the war was over, Ben could finally take the time to notice Harribel. He already respected her. Maybe now that respect could turn into love.

Nelliel on the other hand was shocked at what her rival had done but she knew that Ben was an honorable boy and would not jump at the chance to be with a woman because of her body. That was one of the many qualities about him that she respected and loved. Some of the more logical mind blushed at Harribel's words. Namely those like Renji, Uryu, Chad, Rukia, Orihime, and Ichigo. And the one who naturally blushed most of all was poor Ben. He hadn't seen that coming and could feel his cheeks burn. He felt like he had a bad case of sunburn.

"Dude, Tennyson," Kevin said impressed. "You totally scored."

"Shut up," Ben hissed at him through clenched teeth as his cheeks burned hotter.

"Ben Tennyson!" Azmuth cried out. "What have you been doing all this time?"

Ben felt his face burn even hotter than ever, red with embarrassment. "It's…it's not like that, Azmuth!"

"Really?" Azmuth asked, narrowing his eyes at Ben. "Then perhaps I misheard her words somehow."

"It's…it's…it's…." Ben tried and failed to say.

Kevin patted him on the back. "You might want to get that fixed." He said.

"My, my," Shinji said with a grin. "Aren't you the lucky one, Ben?"

Ben put his head in his hands. He just wanted to turn into Goop and melt into the ground. Or turn into Nanomech, that way he'd be too small to see.

"What is this?" Hiyori yelled. "This boy's got a whole bunch of girls after him? What's up with that?"

"Well," Mashiro said with a giggle. "Ten-chan is kinda cute."

"So what are you going to do with us?" Poww asked, interrupting the moment. "Where is Aizen?"

"Aizen's dead," Gin said with that grin of his. "I killed him."

"You did what?" Nirgge asked. He and the other Fraccion were shocked by Gin's words.

"But Ben's the one who beat him," Gin said, looking over at Ben. "Beat Aizen like he was nothing."

"Impossible," Poww said. "That boy could not have defeated Aizen."

"It's the truth," Nelliel said to them. "And it's only because of Ben that you are alive now."

Baraggan's Fraccion all stared at Ben. How could a mere human defeat Aizen? It just didn't make sense. Sure, he had all those strange and powerful alien forms but none of them could've defeated Aizen.

Oh, if only they knew of course. If only they knew what Alien X was capable of then they'd fear Ben and consider him a god and a Celestialsapien was as close to a god as one could get with their reality warping abilities.

"Look, you guys can fight all you want, but that would just mean you'd get killed," Ben said. "I don't want that and I'm sure you guys don't want to die either."

"And what of them?" Poww asked, looking at the Shinigami. "I doubt they are keen to let us live. We were at war with each other, how can we believe that you will just let us go?"

"Because there's nothing to be gained by not believing," Charlotte said to his former teammates. "Baraggan and Aizen are dead and you're outnumbered and outmatched. To fight would be suicide and I know all of you well enough that you would value your own lives over avenging Baraggan."

The Fraccion looked at the ground. They would never have admitted it aloud but it was true. They would have put their own safety before Baraggan. That was especially evident for Findor, who had been about to flee fore before he got scrambled by AmpFibian.

"It is best if all of you return to Hueco Mundo," Ulquiorra said.

Vega looked up at Ulquiorra. "Why should we listen to…?"

Ulquiorra began unleashing his spiritual pressure upon them. The four were easily brought to their knees by the sheer strength of it.

"You will listen," Ulquiorra told them, "Because it is much more preferable than the alternative. You are nothing more than Fraccion. Starrk, Harribel, and myself are Espada. Nelliel is a former but has lost none of her powers. Do you really think that you can stand up to _us_? Let alone the entire Gotei 13?"

The four Fraccion looked at Ulquiorra and they realized that he had a point. Most of the people here were captains and Espada. Even if they were to attack the weaker fighters, the stronger ones would intervene. Plus, Starrk said he was the one who killed Baraggan. Now they were never thrilled that Aizen had made him the Primera instead of Baraggan, but Starrk had to be powerful and he never seemed the type to lie. And if Ben Tennyson had in fact, defeated Aizen…

Just then, Ben was struck by inspiration. "I know what we can do," he said. "We can take them back to Bellwood with us and place them under house arrest."

Everyone's heads turned when Ben said that.

"What?" Vega demanded. "Us? Go to the human world?"

"Tennyson-san," Ukitake said. "Are you sure that is the wisest choice? Would it not be better to send them back to Hueco Mundo?"

"Well," Ben said, suddenly becoming nervous and scratching the back of his head. "You see, I was…kinda hoping Nelliel, Harribel, Starrk and the others would like to come back to Bellwood with me, Kevin, and Gwen."

All of Ben's Arrancar allies looked at Ben with wide eyes. Ben was inviting them…to come live with him? Matsumoto and Yoruichi shared a knowing smile with each other. Gwen on the other hand had raised an eyebrow while looking at Ben. For obvious reasons, she was curious about what his intentions were.

For Ben it was either the option he'd given them or the Null Void. He really didn't want to put anyone there without giving them a chance, even enemies.

"And I figured," Ben said quickly to cover up his embarrassment. "These four would probably not want to cause trouble with three Espada living right alongside them."

Suì-Fēng blinked at Ben. "Keep your friends close and your enemies closer?" she asked. She looked impressed.

Yamamoto frowned. "The Arrancar do not belong on Earth."

Ben narrowed his eyes at Yamamoto. "Says who?" he asked.

"Arrancar belong in Hueco Mundo," Yamamoto told him. "That is where they will return to."

"And who put you in charge?" Kevin asked. "You're in charge of the Shinigami, not the Arrancar."

Yamamoto narrowed his eyes at Kevin but Kevin was not bothered at all. Sure he knew that Yamamoto could easily break him like a twig but he also knew that they had an ace in the hole.

"Are you sure you want to mess with Ben?" Kevin asked. "Cause you know, he could just turn into Alien X again and take away _your_ powers and I definitely think Alien X would agree to defend himself."

"I agree," Azmuth said, seeing where Kevin was going with this. "Celelstialsapiens are capable of warping the fabric of reality itself. Why, in the blink of an eye, Alien X could take away the powers of everyone here."

Those who were not aware of Alien X stared at Azmuth in shock. They looked back at Ben in a reverent awe and Ben, who was used to attention, felt uncomfortable by this new attention.

"Can…" Findor said. "Can Ben really turn into this…Celestialsapien?"

"He can," Charlotte said. Once again he got all dramatic. "That being, that 'Alien X' had to be the most beautiful being I had ever seen in my entire life. His glowing green eyes were like the finest emeralds ever to be crafted and his body was like a carving from space."

"Alright that does it," Kevin said, finally fed up with Charlotte. "I don't know if you're complimenting him or hitting on him."

Charlotte opened his mouth to retort…

"Now, now," Paradox said, interrupting them. "No need for everyone to get excited." Then he looked over at Yamamoto. "But since Ben is the one who defeated Aizen, perhaps it would be best if we left this decision to him. Don't you agree, Yamamoto?"

Yamamoto glared at Paradox. How many times did that man have to bring up the fact that Ben was the one who defeated Aizen? Paradox was so infuriating. Yamamoto never thought he would meet a man like this who would get under his skin so quickly and so badly.

"Very well," Yamamoto said to Paradox. "I will leave the fate of the Arrancar in Ben's hands."

Ben let out a sigh of relief. Truth be told, he was afraid that things were gonna get worse and that a fight would break out. Trust Paradox to find a way to settle things.

"So, guys," Ben said to the four Fraccion. "What's it gonna be?"

Findor, Nirgge, Poww, and Vega looked at each other. They knew that Ben was being merciful and that if it wasn't for him, they would be dead and if this Alien X was really as powerful as everyone was saying, not to mention that Ben had three of the Espada and two former Espada on his side, they knew better than to try and pick a fight with Ben. So the four of them got up and then they bowed. Vega refused to do so but Poww nudged him. Gritting his teeth, Vega bowed too.

"Ben Tennyson," Findor said. "Thank you for your mercy. We accept."

Ben nodded in approval. Taking a deep breath, he looked at his female Arrancar friends.

"Nelliel," he said, "Harribel, Apacci, Mila Rose, Sung-Sun. Would you like to come back to-oomph!"

Nelliel had caught Ben in one of her bone crushing hugs.

"Ben," she said sweetly. "I'd love to."

This felt like the happiest moment in Nelliel's life. Aizen was gone, the Shinigami were sparing them, and now she'd get to live with Ben. Of course she would have to put up with the other girls coming too, but she knew it was because Ben wanted to them to have a better home than Hueco Mundo. She could tell by being around Ben that he wasn't the type of guy that wanted a harem. And well, maybe Nelliel decided that she didn't feel like sharing him. So she just nuzzled Ben happily, blissfully oblivious to Ben's grunts of pain from being in her hug.

Pesche and Dondochakka pumped their fists in the air. Score one for Team Nelliel. Meanwhile Apacci, Mila Rose, and Sung-Sun shot irritated glances at Nelliel. Harribel herself did not do anything. After all, Ben hadn't made his choice yet so it was okay for him to receive affection from the other girls but now that there was no Aizen to worry about, Harribel decided that Ben would now be hers.

Kevin grinned. "Gonna start making your love nest, Tennyson?"

Ben managed to glare at Kevin despite being hugged tightly by Nelliel. "Knock it off, Kevin."

"Love nest?" Shinji asked with a sly grin.

"Didn't you know?" Kevin asked with his own sly grin. "All five of those girls love Ben."

Gantenbainne's eyes widened. "Even Nelliel and Harribel?" he asked.

Kevin's grin widened. "_Especially _those two."

Ben's face went red again, especially since he felt everyone's eyes upon him.

"You…you succeeded in seducing Tia Harribel and Nelliel Tu Odelschwanck ?" Nirgge asked. "The most powerful females in Hueco Mundo?"

Ben's face went a darker shade of red. "I didn't seduce anyone!" he yelled. This was led to Kevin and the Shinigami laughing at Ben's embarrassment.

Apacci, Mila Rose, and Sung-Sun said nothing but simply smiled. Even though they were going to be focused on getting Ben to fall in love with Harribel, they didn't want Nelliel's Fraccion to become aware of their plans for fear that they would do something similar for Ben and Nelliel. Which of course they were. Pesche and Dondochakka vowed to do everything in their power for Ben and Nelliel.

"My," Unohana said pleasantly. "You must have a very interesting love life, Tennyson-san."

"Taicho!" Her lieutenant, Isane, whined. Her own face was a little red from all this.

Ben groaned in annoyance. It wasn't like he had asked for this to happen. This was worse than all those crazy fangirls back home.

"Five girls after you?" Yoruichi asked with a grin. "Gotta say I'm impressed."

Ben groaned again.

"From the looks of things," Kyoraku observed. "It seems that Ben didn't do anything at all."

Nelliel smiled softly. "He didn't need to," she said. "Being himself was good enough."

Kevin snorted. "Then you don't know Ben like we do."

Matsumoto raised an eyebrow in amusement. "He won you over just by being himself?" she asked, impressed. She looked at all the men among them. "You guys could probably learn a thing or two from Ben."

"Like what?" Ichigo demanded, annoyed with all of this.

"Like how to actually get a girlfriend, Ichigo," Renji sneered. "Ben's got five girls and you don't even have one."

No sooner had Renji said that did Isshin fly out of nowhere and kick Ichigo right in the face. The blow was enough to send Ichigo flying backwards and smash into some rubble.

"Kurosaki-kun!" Orihime cried out in concern.

"What did you do that for?" Gwen demanded from Isshin.

"That's what I want to know," Ichigo said as he got up from the rubble. "What was that for?"

"My son," Isshin said. "You are a disgrace! Ben has five girls in love with him while you don't even have one! How dare you call yourself a man!"

At this, Orihime gave a little squeak that went unnoticed by everyone else. Almost. Ben, Nelliel, and Harribel all looked in Orihime's direction when Renji had commented that nobody liked Ichigo. They were aware of Orihime's feelings and Ichigo's obliviousness and Ben had spent enough time with Orihime to know that a sweet girl liked that deserved to have her affection returned.

"You know, Ichigo," Ben said, his arms folded. "It wouldn't hurt for you to pay attention to those around you. Maybe there's someone out there who really likes you."

Ichigo blinked in surprise along with several others. Orihime gave a slightly louder squeak of surprise and her face reddened. Did Ben figure out her crush on Ichigo?

"What are you talking about?" Ichigo asked.

Ben groaned. Honestly, Ichigo might be a powerful fighter but the guy was as thick headed as a brick wall. Scratch that, make it the Great Wall of China and you'd understand about fifty percent of how thick Ichigo was.

"I mean that there might be someone who likes you," Ben said, wondering just how clueless Ichigo was to the whole thing.

Renji laughed. "Yeah right," he said. "Who in the world would fall for this strawberry?"

Ben raised an eyebrow. "Strawberry?" he asked.

"Ichigo means strawberry in Japan," Gwen explained to her cousin.

"You know Japanese too?" Kevin asked impressed.

"Anyway," Rukia said, looking at Ben with interest. "Who likes Ichigo, Ben?" she asked him.

Ben shrugged. "Not my place to say," he told her. Rukia's face deflated with disappointment. "But it wouldn't kill Ichigo to pay attention once in a while."

Ichigo raised an eyebrow. Was Ben messing with him about some girl liking him?

_When we thought you died, Orihime was devastated. She looked as if her whole world had been taken away from her. She couldn't stop crying. It was as if something inside of her was broken that couldn't be fixed._

_She did?_

Ichigo froze. He remembered he and Nelliel talking about that back in Hueco Mundo when he was going to help Way Big fight Yammy.

_Her pain is something I can understand._

_You can?_

_Yes. Because, that's how I'd feel if I ever lost Ben._

Ichigo's eyes widened. He had forgotten all about that during everything that had went on, but now…now he had time to ponder on Nelliel's words.

_She said that Orihime was devastated the way Nelliel herself would feel if she ever lost Ben. Nelliel loves Ben and she'd be devastated like Orihime was if she ever lost him. Orihime had been devastated when I had died. Does this mean that Orihime…_

I wouldn't be talking if I were you, Tennyson," Kevin snorted. "You had _five_ girls after you and _you _were totally oblivious."

Ben felt his face redden again. "I…I was busy with dealing with Aizen," he said, trying to excuse himself. In retrospect, it was the truth. Kinda.

Matsumoto smiled coyly at Ben. "Right," she said. "And now that the wars over, you can focus more on your new friends."

All the color drained from Ben's face. She was right. She was absolutely right! There was nothing from stopping these girls from trying to do whatever, but they did say they would wait for his decision so maybe he could find a way out of this.

"Don't see what the big deal is, Tennyson," Kevin said with a shrug. "Most guys would kill to be in your shoes. All five of them are pretty hot." Then he smirked. "Not to mention Harribel and Nelliel have some nice-Ow!" Gwen had jabbed him in the side with her elbow. "Eyes! I was gonna say eyes!"

Gwen rolled her eyes. "Sure you were, Kevin," she muttered sarcastically.

Ben would rather face Vilgax, Agreggor and Aizen combined then be put on stage and under the scrutiny of everyone because he had five girls after him. Sure, he enjoyed the attention he got from being a superhero but this kind of attention he could live without. It was bad enough when he had to run away from rabid fangirls. Now he was being teased by Kevin and he had a lot of mileage.

Then, to his horror, he thought about what his folks might think. Sure, if everyone found out Ben had 'seduced' five beautiful women then it'll be all over the news. He didn't care much about that but what would his mom and dad say?

"I always said you were going places, Ben," Gin said with that amused smile on his face. "You must be the luckiest man in the world now."

Ben made a face. Even Gin was making fun of him now.

"So," Gin said looking at the Gotei 13. "Looks like the only ones to worry about now are me and Tōsen. But first." He started walking towards Aizen's body. This brought everyone's attention back on him. Nelliel even let go of Ben out of suspicion to what Gin might be up to.

"What do you think you're doing, Ichimaru?" Byakuya asked.

"The man is already dead," Unohana told him. "What more do you want?"

"The Hogyoku," Gin said.

Urahara's eyes narrowed. "Why do you want it?"

Gin smiled at him before looking at Paradox with that smile. "Why do I have a feeling that you already know?" he asked.

"Because I do," Paradox told him. "However, I also know better than to tell things that other people might want to keep to themselves."

Gin grinned. "You know, Paradox," he said. "You're an okay guy."

"What are you two talking about?" Hiyori complained, glaring at Paradox. "I'm sick and tired of you talking in riddles, Paradox. What does he want the Hogyoku for?"

"Nothing bad if that's what you are concerned about, young Hiyori," Paradox reassured her.

"What is that supposed to…?"

"Let it go, Hiyori," Love told her sternly.

"What!" Hiyori yelled at her fellow Visored. "But Love…"

"Paradox hasn't been wrong yet," Rose told the former lieutenant. "It was through his wisdom that Ben came into our ranks and guaranteed us Aizen's defeat. If he says that we can trust Gin with the Hogyoku then I believe him."

"Same here," Hachi said.

"Got that right," Kensei said.

"Professor-chan is our friend," Mashiro said.

Love and Lisa nodded.

"Splendid," Paradox said. "However, I do believe that Gin here would like a moment alone with Ms. Matsumoto here."

Matsumoto blinked in surprise at Paradox. "Me?" she asked him.

"Everyone," Paradox said to the others. "We should give them a few minutes alone."

"Alone?" Hitsugaya asked. His eyes narrowed at Gin. "How can we trust…?"

"Trust _me_," Paradox said with a smile. "I know."

Yamamoto's frown deepened. Usually he would argue against Paradox but it looked like no matter what he'd say, this man would just prove him wrong, which seemed to be all the time. So, Yamamoto decided that he would allow Paradox to make the decisions for the time being.

"Fine then," He said. "We'll do this your way, Paradox. Everyone! Let us leave them alone."

One by one, the Shinigami began using Shunpo to go another part of the city. Ichigo picked up a startled Orihime. The healer's face blushed deeply as Ichigo picked her up. Ben smirked at the sight, having figured out that Orihime liked the guy. Ichigo used his Shunpo to join the others. Uryu and Chad also disappeared using techniques similar to Shunpo and Sonido.

"Guess we'd better head there too," Gantenbainne said. He used Sonido to follow the Shinigami.

Ulquiorra did not say anything, merely using Sonido to leave the scene.

"Okay," Kevin said. "Someone's got to teach me how to do that."

"Good luck with that one, human," Apacci said with grin. She grabbed Kevin. "Better get ready for this." And then she used Sonido to carry him off.

Sung-Sun walked over to Gwen. "Would you like some help?" she asked.

"Uh," Gwen said, not certain of what to do but after she considered the fact that she didn't have a speed move of her own, she nodded. Sung-Sun grabbed her arm.

"You might want to close your eyes," Sung-Sun recommended. Gwen only had time to blink in confusion before she was yanked away by the Fraccion. Mila Rose silently followed them.

"Come on, Starrk," Lilynette said. "Don't want to ruin the _moment_." She sounded disgusted, like how a regular kid would act to romance.

Ben laughed, causing Lilynette to glare at him. "And just what is so funny?" she asked.

"You really are a little kid, Lilynette," Ben said with a grin. Lilynette's eye widened before she became furious.

"What did you say?" she screamed. She leaped forward to lunge at Ben but Starrk grabbed her by the collar. That halted her mid jump and made her fall flat on her rump. She turned her head to glare at Starrk. "What's the big idea, Starrk?" she demanded.

Instead of an answer, Starrk used Sonido to follow the others. The last the others heard of them was Lilynette about to yell at Starrk.

"Come on, you four," Charlotte said to Findor, Poww, Nirgge, and Vega.

Vega glared at Charlotte and was about to open his mouth but Findor put a hand on his shoulder. Vega looked back at Findor and Findor shook his head. Growling softly, Vega relented. Baraggan's Fraccion used Sonido. Redder and Charlotte included. Aside from Matsumoto and Gin, all that remained was Paradox, Ben, Nelliel, and Harribel.

"Shall we go, Ben?" Nelliel asked.

Ben frowned, looking back at Matsumoto and Gin. Uncertainty was edged on his face. Gin saw this.

"Aizen had to die, Ben," Gin told him quietly, "For what he did."

Ben's eyes narrowed in thought. He remembered Gin saying that the reason he killed Aizen was personal. His eyes landed on Matsumoto. Had Aizen done something to her? Something so terrible that made Gin want to kill him so badly?

"Alright," Ben finally said. He sighed. There was nothing more he could do here. He looked at Nelliel and Harribel. "Guess we'd better get going too."

Nodding, the two girls calmly looped an arm around both of Ben's and used Sonido before he could say anything.

And then there were three; Paradox, Matsumoto, and Gin. Matsumoto looked at Gin. Why did Paradox want her to stay behind? Did Gin have something he wanted to tell her? Gin looked at her and his face softened. Matsumoto actually expected him to say something to her. But instead he turned around and continued walking to Aizen's corpse.

"Paradox," Gin said once he reached Aizen's body. "Can your powers…affect the Hogyoku?"

Paradox chuckled at the question. "The Hogyoku is not as unique as all of you may believe. This is not the first wish granting object I've encountered in my travels and I doubt it will be the last."

Gin himself chuckled at Paradox's words. "I'll take that as a yes," he said. Kneeling down, Gin flipped Aizen on to his back. There, resting in Aizen's chest was the Hogyoku and right above it was the hole Gin's blade had made. If one thought about it, they would think that the Hogyoku would have healed Aizen but since Alien X had taken away his powers, Aizen could not be affected by the Hogyoku anymore. Without saying a word, Gin plunged his hand into the hole where the Hogyoku rested and just as quickly he yanked it out. With the Hogyoku now in his grasp, Gin got back to his feet and turned around. Matsumoto looked at Gin with disgust. The black Hogyoku was stained with Aizen's blood but Gin was holding it like a little kid holding a marble.

"Gin," Matsumoto said firmly. "What do you intend to do with the Hogyoku?" She grabbed her sword's handle.

Gin, who was still looking at the Hogyoku as she said this, looked up at her. The look on his face was one that surprised her. She had seen many faces of him. Mocking, friendly, regret, but this…this face was different. It looked…gentle and tender.

"Paradox," Gin said quietly, bringing his attention to the time walker. Paradox himself looked saddened, and he was, for he knew the reasons why Gin wanted revenge against Aizen and what Gin's intentions were for the Hogyoku.

"Yes, Gin?" Paradox asked despite already knowing the question.

"Will you help me?" Gin asked him. Matsumoto was surprised by the tone in Gin's voice. It was almost pleading. What was going on here? Why was Gin acting like this?

Paradox nodded at the former captain. "Of course," he replied quietly.

Matsumoto raised an eyebrow. "What's he talking about, Paradox?" She turned to look at him only to see Paradox walking towards her. She instinctively backed away from him. "Paradox? What are you…?" then she saw Gin walking towards her as well, a determined look now on his face. Matsumoto moved to pull Haineko from its sheath but Gin was at her in an instant, his hand on hers to prevent her from pulling out her blade. Matsumoto's eyes widened in fright.

"It's alright, Matsumoto," Paradox once he reached them. "We're not going to hurt you."

"Then what are you doing?" Matsumoto demanded. She tried to pull away but Gin suddenly wrapped his arms around her. She gasped at the sudden action.

"Don't be afraid, Rangiku-chan," Gin whispered in a soft voice. Rangiku felt her heart increase its pace at the way Gin said that. Gin looked at her. His eyes were fully open so that she could get a good look at them. They were bright sky blue and they…they were filled with an emotion that Rangiku Matsumoto never thought she'd see in Gin Ichimaru. It looked like…love and tenderness.

"Rangiku-chan," Gin muttered again. He removed one of his hands off her and brought it front of her face so that she could see the Hogyoku in his hands. "I'm going to give back what that man took away from you."

Rangiku's eyes widened again and her jaw dropped. "Th…this…this whole time," she breathed. "You did this…for me?"

"Yes," Gin whispered as he embraced her, hugging her close as if she was going to vanish, "All for you."

Matsumoto felt her voice get caught in her throat as tears formed in her eyes. Gin slowly let her go and looked at Paradox. The two shared a nod with each other. It was time to give Matsumoto back what Aizen had taken away from her.

* * *

Ben let out a breath as he found himself among the others again. Kevin took a look at him and chuckled at Ben's position. Ben was in the middle with Harribel and Nelliel at either side of him. Nelliel had her arm looped around Ben's left arm while Harribel had her arm wrapped around Ben's right. A little pink around the cheeks, Ben looked at the group. He was relieved to see that Poww, Vega, Findor, and Nirgge hadn't tried to run away or attack the others. Then he noticed something odd. Urahara and Orihime were not among the group. Odd. Where did they go? His thoughts were interrupted by a chuckling Kevin.

"You know you can let go now, Tennyson," his former enemy turned friend said.

Ben tilted his head in confusion until he realized that his arms were still looped around Nelliel and Harribel's. Blushing yet again, he nervously un-looped his arms from theirs, much to the amusement of the majority.

"My," Kurotsuchi said, looking at three interestedly. "You seemed to be very attached to those female Arrancar aren't you, Ben Tennyson?"

Ben frowned at Kurotsuchi's tone. The man already reminded him of Szayel, which immediately caused him to be distrustful of the clown looking captain.

"This might actually be worth experimenting," the captain of the twelfth division said. "Nemu!" he called to his lieutenant.

"Yes, Mayuri-sama?" Nemu asked.

"Prepare my notes," Kurotsuchi told her. "I want to experiment the possibility for a human and Arrancar to produce an offspring."

"What?" Ben cried, reeling backwards and falling on his rump. His face was redder than Four Arms and felt hotter than Heatblast and NRG combined.

Kevin started laughing so hard that he clutched his sides. Gwen on the other hand looked at Kurotsuchi furiously.

Many present were staring at Kurotsuchi in shock. Most, such as the lieutenants and Ichigo's group, were beet red from embarrassment.

Nelliel immediately felt her own face burn at Kurotsuchi's words.

_A child? _she asked herself. _Mine and Ben's?

* * *

_

**Nelliel's imagination:**

_A little girl that looked like Nelliel with her red mark, but with Ben's eyes and hair, smiled up at her. She had inherited the cuteness of her mother and the innocence of her father._

"_Mommy," the little girl said cutely. "Can Daddy pway eternal tag with me?"_

**End of Imagination:

* * *

**

Nelliel felt joy at the thought of being a mother sometime in the future.

_I hope._ She thought. _Someday…that can be a reality. Not now of course, but when Ben's older…_She blushed at this thought._ I hope I get to be known as Nelliel Tennyson and the two of us can have a family of our own._

Harribel was much more collected about it than Nelliel was but if one were to look closely, ever so closely, they could see that there was a small hint of redness on her cheeks.

_Ben and I, _she thought. _A family?

* * *

_

**Harribel's imagination:**

_A young boy smiled at her. He looked like Ben but he had Harribel's skin and hair. His face had the friendliness of his father and the determination of his mother._

"_I'm ready to train, mother," the boy said with a grin. "I hope as I get to be as strong as you and father some day."

* * *

_

Harribel's eyes widened in wonder. All her time in Hueco Mundo, it was nothing but a fight to survive. Even when she became an Arrancar, there were no men worthy of her affections until Ben came. The thought of the two of them possibly starting a family sometime in the future…

_Could I…? _She thought. _Could I really be…a mother someday? Not only that but a wife as well? Someday, could I be…Tia Tennyson?_

Ben's jaw dropped in horror as the two girls stared off into space. Were they actually considering this?

"What is the meaning of this, Captain Kurotsuchi?" Ukitake demanded.

"Well we already know what happens when a Shinigami and a human reproduce," Kurotsuchi explained. He pointed at Ichigo. "That boy is the proof of that. But what happens when a human and Arrancar reproduce? I'm curious to see what that result would be."

Gwen created pink mana around her hands. "You are going nowhere near my cousin!" she threatened.

Kurotsuchi brought his attention over to her. His eyes landed on the mana around her fists. "My," he said. "That is rather interesting. I might experiment on you instead."

Kevin immediately stopped laughing when he said that. He touched the ground and his body was instantly covered in rock.

"Try and I'll break your face in," Kevin threatened, punching his hand with his other fist.

Kurotsuchi looked at Kevin now. "My, what interesting abilities you all have. I would love to experiment on all of you. It seems I've hit the jackpot."

"How interesting," Ulquiorra said as he looked at Kurotsuchi. "You are very similar to Szayel."

"That Arrancar?" Kurotsuchi asked, looking insulted. "Do not compare me to him. That man is nothing compared to me. How dare you say that!"

"Nonetheless," Ulquiorra said, undaunted by Kurotsuchi's actions. "I highly doubt that Ben or any of his female companions would agree to this experiment willingly."

Kurotsuchi stared at him. "You have a good point. I will need to see how best to approach this situation."

"I'm afraid you won't be doing any experimenting today, Captain Kurotsuchi," a stern voice spoke.

Everyone turned to see Paradox walking towards them. Kurotsuchi grit his teeth. "Paradox," he muttered under his breath.

"So, what happened?" Ben asked.

"Mr. Ichimaru and Ms. Matsumoto have some things to discuss in private so I decided to let them have their privacy," answered Paradox cryptically, as always. He reached into his pocket and opened his hand as he offered, "Gumball?"

"Uh, no thanks," Ben said.

"Me! Me!" Yachiru cried excitedly from Zaraki's shoulder. "I want some, Candy-kun! Gimme!"

Chuckling, Paradox reached into his pocket and pulled out a handful of gumballs. Eagerly Yachiru jumped off Zaraki's shoulder, ran over to Paradox, snatched the gumballs from his hand, and stuffed them all into her mouth.

"Quite a pair of jaws for one who rarely eats anything other than sweets," Paradox said pleasantly as Yachiru swished the gumballs in her mouth. He looked back up at Ben. "Now, I believe there is someone else you need to see."

"What?" Ben asked. "Who?"

"Why, Tōsen of course," Paradox answered. Ben's eyes widened in surprise for a moment. In all the excitement, he had forgotten about Tōsen. He turned around to face Komamura.

"Where is Tōsen?" Ben asked the large captain.

"He is with Hisagi," Komamura told the bearer of the Ultimatrix. "Would you like me to take you to him?"

Ben nodded.

"Should we come too, Ben?" Gwen asked.

Ben shook his head. "No," he told her. "I want to talk to him alone."

Yamamoto was about to open his mouth to object.

"Ah, ah, ah," Paradox said to the captain commander, wagging his finger like a teacher to a naughty child.

Yamamoto glared at Paradox in frustration. Was this man's real power the ability to annoy him to no end?

"Tennyson-san," Ukitake said. "Are you sure that it is a wise choice?"

Ben looked at him. "I don't know if it's the smart thing to do," he admitted. "But I know it's the right thing."

"What about us, Ben?" Nelliel asked.

Ben smiled at her. "Don't worry, I'll be fine," he reassured her. Then he looked at Komamura. "I'm ready," he said.

"Very well," Komamura said to Ben. "I will take you to him." He walked over to Ben and then looked at Nelliel and Harribel. "You have my word that I will allow no harm to come to the boy."

Harribel nodded. "Very well," she said to the wolf captain. "We will trust you with him. But rest assured that if anything happens to him…"

"I understand," Komamura told her. He looked down at Ben. "Ready, Tennyson-san?"

Ben nodded again. "I'm ready," he said.

Nodding, Komamura grabbed Ben's arm and the two vanished as the Captain of Seventh Division used Shunpo.

* * *

In the blink of an eye, Ben found himself back in the part of the city where he had battled Tōsen. Komamura began walking so Ben followed him. As they did, Ben looked around at the countless destroyed buildings and scattered rubble. He whistled at the sight. Had any of his previous battles ever been this intense?

"Captain Komamura!"

Ben shook his head as he looked ahead. Walking towards him and Komamura was none other than Hisagi.

"I…I can no longer sense Aizen's reiatsu," Hisagi said. His body was trembling and sweat dripped from his forehead. "Is he…?"

Komamura nodded at the lieutenant. "Aizen is dead," he told the lieutenant.

"Aizen-sama," a voice nearby said softly. "Dead?"

The trio looked behind Hisagi. Tōsen was in his human form, lying on the ground with his back up against a large chunk from a building. His eyes were still working fine apparently. He was looking right at them and his eyes seemed completely normal. He truly was no longer blind.

"Aizen's dead," Ben said sadly. "Gin killed him."

Tōsen's eyes widened for a moment before nearly closing. "Gin," he said quietly. "How could I not have known?"

Ben looked at the ground. "I'm sorry, Tōsen," he said. "I didn't mean for Aizen to get killed."

"What did you expect, Ben?" Tōsen asked. "If Aizen-sama had been merely defeated by all of you, then he would have been executed for his treason."

"Probably not," Ben said. "I already took away his powers before Gin killed him. They probably would have given him a lighter sentence because of that."

Tōsen looked at Ben in shock. "You did what?" he asked. "You took away his powers?"

Hisagi gaped at Ben. Ben noticed this and frowned. Hisagi was looking at him with awe and fear and it bugged him. He didn't want to be seen as something to fear. Well, maybe to his enemies, but not to other people.

"Tennyson-san did take away Aizen's powers," Komamura confirmed. "Needless to say, however, none of us expected Gin's betrayal."

Tōsen looked down at his feet. "I often wondered Gin's reasons for joining us. I knew that a man like him did not care about justice but I was willing to put up with him because Soul Society needed to pay." He looked up at Ben. "Are you satisfied now, Ben?"

Ben sighed as he looked at Tōsen. "When you put it like that, no," he admitted.

"Tōsen," Komamura said softly. "I understand you are angry. I understand you are bitter. I am not asking you to not be those things. I just…I just don't want you to lose yourself to your anger. If you did, then like how you felt when you lost your friend, I would have a hole in my heart."

Tōsen said nothing. He just continued looking at his feet. Then he looked at Ben.

"Ben," he said to the 16 year old. "What would you have done in my place?"

Ben blinked at the former captain. Tōsen raised his head and looked him straight in the eye. "If someone killed your loved ones, your family, or perhaps those girls of yours and the killer was allowed to go unpunished? What would you have done in my place?"

Ben looked down at the ground again. "I've been in your place," he said.

Tōsen's eyes widened in surprise. "What?"

"A while back," Ben said. "My pal Kevin went under a mutation. He went crazy with power and constantly craved more of it. Over time, I started to think that Kevin couldn't be saved and that the only thing to do was to end him for good. If…if my cousin Gwen hadn't intervened, I probably would have done it."

Tōsen looked at Ben, interested with his tale.

"Ever since that day," Ben said. "I started thinking about what happened. Now that Kevin's back to normal, the guilt ate away at me. I tried convincing myself that what I was doing was the right thing to do. If Gwen's plan hadn't worked, then I would've had to end him. But…I remembered my grandpa asking me "is it the Ben thing?" And now, now a similar situation had come up." He paused. "Aizen fatally wounded Starrk, Harribel, and Nelliel," Ben explained. "I thought I was going to lose them. They were dying and there was nothing I could do about it at the time. When I turned into my most powerful form, Alien X, I was ready to wipe Aizen from existence, but I didn't."

"What?" Tōsen asked bewildered. "Why?"

"Because I realized something," Ben replied. "Kevin was being a mindless monster, but Aizen…Aizen was worse. He knew what he was doing and he didn't care at all. He was in full control of his actions and did it all on purpose, just to please himself. If I had given into my anger, if I had let my emotions get the better of me, I would be no better than him. "

Tōsen studied Ben as the bearer of the Ultimatrix retold this tale.

"I spared him," Ben said. "But I used Alien X's powers to heal everyone and take away Aizen's powers. I wasn't gonna kill Aizen, but I wasn't gonna let him hurt people ever again. Then Gin killed him out of his own personal vendetta."

"Tell me, Ben," Tōsen said. "When Aizen-sa…when he had wounded your friends, did it become personal for you?"

Ben looked back at him. "It did," he answered. "Originally I fought Aizen the way I fought most of my enemies. He was gonna hurt people and I needed to stop him, but it became personal the moment he hurt those close to me."

"So," Tōsen commented. "You and Gin both went after Aizen because of your personal feelings. Both of you thirsted for revenge and the outcome was different for both of you. You had your revenge, but in a way none of us could have imagined. Gin, on the other hand, took the revenge that most people took. The type of revenge that I wanted."

Ben walked over and kneeled next to Tōsen. "I don't blame you for being angry," he said. "It means you cared about your friend and believe me, there was plenty of times I nearly gave into my anger." He chuckled. "I guess it was luck that always stopped me from going too far." His face became solemn again. "All I'm saying is this: do you think your friend would want you to do this? To kill so many people for her sake? Do you think she'd be happy about that? Would she…really consider this justice?"

Tōsen froze when he looked at Ben again. Those words seemed to have caused the gears in his head to begin turning rapidly.

"I'm not telling you to forgive the guy who killed her either," Ben continued. "I guess what I'm trying to say is that you need to think about what she'd want you to do. Would she want you to kill so many people just to avenge her? Or would she want you to live a full, happy life? What do you think she'd want if she was here right now?"

Tōsen felt the gears in his head spinning faster. Was…was Ben speaking the truth? Would she…would she really not want him to do this? What would she think of him if she could see him now? See what he had done? Would she be proud of him? Or would she hate him?

"She'd…she'd want justice to be done," he said quietly, probably a piece of his mind that was trying to support his reasons for joining Aizen.

"And she will receive justice," Ben said as he got up. He looked at Komamura. "Can't you do something about this?" he asked. "Can you captains do anything?"

Komamura looked down at Ben. This boy…This boy had been protecting his universe since he was only ten years old. Compared even to the long living Shinigami, that was an achievement of noticeable caliber. In fact, no Shinigami could ever say that they had done what Ben had accomplished during his, compared to Shinigami, short existence in his life. The boy was bearing the burden that child should not have to bear but was more than willing to accept the responsibilities that came with such a burden. And this boy…this boy had done what all the others had failed to do. Even when he had every right to destroy Aizen, he had shown the man mercy. Thus, who was he to deny this boy any request?

"Tōsen," Komamura said kindly to his friend. "I will make sure that your friend does receive justice and this time it will be done right."

Tōsen's eyes widened in surprise. "Can it…can it really happen?" he asked.

Komamura chuckled as he gave Ben an amused smile. "Something tells me that this boy would probably do something about it even if it couldn't."

Tōsen smiled as he nodded in agreement. "Yes," he said. "This boy…has done what none of us had ever achieved."

"But," Ben said. "Will Tōsen be put on trial?"

"Oh don't worry about that, Ben." Everyone turned to see Paradox walking towards them. "I will take care of all that," he said. "For now, let's head back to the others."

Feeling relieve now thanks to Paradox's words, Ben smiled as Paradox pulled out his watch to teleport them back to the others.

"Captain," Hisagi said. "Let me help you." He went over to pick Tōsen up but Tōsen raised his hand.

"It's okay, Hisagi," Tōsen said as he started to pick himself up. He got back up to his feet. "I'm ready."

Paradox smiled. "Splendid," he said. "Now that's get back to the others shall we?"

He opened his pocket watch and the four were engulfed in blue light. Now they were standing amongst the others again.

"It's all right," Komamura said to everyone. "There is no need to worry."

Ben walked over to Gwen. "Gwen," he said. "I want to thank you."

Gwen looked at Ben in confusion. "Thank me?" she asked. "For what?"

"For seeing the things I couldn't," Ben told her. Leaving her confused, he walked over to join Nelliel and Harribel.

Tōsen looked at Yamamoto. "Captain Commander Yamamoto," he said, removing his Zanpakuto and dropping it at Yamamoto's feet. "I am surrendering myself to the Gotei 13."

Yamamoto looked at Ben first, then at Tōsen. "Bind him," he told the other captains.

"Hold on," Ben said. "There's no need for that."

Yamamoto frowned at Ben. "I have respected your judgment but this matter no longer concerns you. The fate of Kaname Tōsen and Gin Ichimaru lies in the hands of Soul Society."

"My ears are burning. Are you talking about me?"

Everyone turned to see Gin and Matsumoto walking towards the group. What shocked most was Matsumoto clinging onto Gin's shoulder and tears pouring from her eyes.

"Matsumoto!" Hitsugaya cried out. He glared at Gin as he pulled out his Zanpakuto. "If you've done anything to her…"

"No, Taicho," Matsumoto said between sobs. "It's…it's okay. Gin…Gin didn't do anything wrong."

Gin looked at her softly before he walked up to Ben. "I owe you one, Ben," he said quietly. He reached his arm out with his hand in a fist as if he was about to drop something. "Here."

Curious, Ben held out his hand underneath Gin's. Gin's hand opened and the Hogyoku fell onto Ben's open palm.

"Personally," Gin said with that grin of his. "I'd rather trust it with you than any of these guys. They're a little on the weird side."

Ben tried not to grin at Gin's comment but it was hard not to.

"Well now. It looks like you guys are doing fine since we left."

Urahara stood for all to see. He was waving his fan dramatically. Next to him was Orihime and she was carrying something in her arms. Ben's jaw dropped.

"Wonderweiss?"

Sure enough, it was Wonderweiss. He was fully restored but unconscious, resting in Orihime's arms like a baby.

"But…how?" Ben asked.

"Young Orihime has more abilities than just healing," Paradox said to Ben. "She is quite a unique girl."

"Isn't she?" Urahara asked.

Hachi nodded and chuckled. "That is a fact."

"It will take time," Urahara said. "But I think we can help Wonderweiss out."

Ben walked over to him and held out the Hogyoku. "Will this help?" he asked.

Urahara grinned as he picked up the Hogyoku. "You know, Ben," he said. "I think it will."

"I still can't believe that thing can grant you whatever you want," Lilynette said.

"Correction," Paradox said. "It grants you what you want if you possess the power to make it happen and sometimes the Hogyoku works in mysterious ways, as it has been doing for you, Ben."

Ben blinked in confusion. "Me?"

"Of course," Paradox said to him. "You recall all those things you could do back in Hueco Mundo?"

Nelliel's eyes widened. Ben's amazing durability? His rapid healing? That speed trick?

"You mean…" she said.

Paradox nodded. "Those abilities were all granted to Ben by the Hogyoku."

"Wait…back up a sec," said Kevin. "Are you saying that little ball has been watching Ben's back?"

"Is that so hard to believe?" Paradox questioned. "After all this time is it really so hard to believe in the impossible?"

"It makes sense," Nelliel said, her eyes still very wide. "That would explain how Ben was able to use the powers of his other forms without requiring the Ultimatrix."

"Exactly," Paradox said. "The Hogyoku understood Ben's heart long before it did Aizen's. Tell me, Ben. Do you remember all the strange occurrences that happened to you?"

Ben frowned and looked at the ground as he went into deep thought.

"When Nnoitra was beating me up," he said. "I thought I was gonna die and I was afraid that he was gonna hurt Nelliel. I…I wanted to be able to take his blows."

"And so the Hogyoku allowed you to tap into the endurance of your more durable forms," Paradox told him.

"And when Nnoitra and Nelliel were fighting," Ben continued, "I wanted to help her so much."

"But your body was still quite injured by Nnoitra's previous wounds," Paradox concluded. "So the Hogyoku felt your desire and allowed you to tap into Swampfire's regenerative powers. Lastly, the Hogyoku even allowed you to tap into XLR8's speed."

Azmuth narrowed his eyes. "What does this all mean, Paradox?" he asked.

"It means that young Ben has access to some of his forms' minor powers," Paradox explained to the Galvan. "Of course, we won't be seeing Ben shoot flames from his hands or freezing things with his breath anytime soon…"

Ben pouted. "Aw, man," he groaned. That would've been so cool.

"The Hogyoku already sensed the power of the Ultimatrix and merely allowed you to tap into the powers needed at the time. However, you have changed, Ben. You are now more durable, faster, and have a fast healing factor."

"That's it?" Ben asked. For a thing that could grant him any wish he wanted, the Hogyoku seemed to have ripped him off.

"That's it, for now," Paradox said cryptically. Ben's eyes widened.

"Does that mean…?" he started to ask.

"A question for another time," Paradox said to Ben before looking back at the Hogyoku in Urahara's hands. "Right now, we need to decide what to do with the Hogyoku."

Urahara looked down at the Hogyoku. "I suppose it would be pointless for me to just seal it again."

"Maybe Chuckles the Clown over here can experiment on that instead of Ben's love life," Kevin suggested, looking at Kurotsuchi.

Ben sighed. "You are never gonna let me live this down, are you?" he asked Kevin.

Kevin smirked. "Never ever," he replied.

Ben groaned, "Great..."

Kurotsuchi, who had scoffed at Kevin's name for him, rolled his eyes. "I want nothing to do with that experiment of his."

Kevin's smirk widened. "What's wrong?" he asked. "Don't want to admit that the guy made something you couldn't?"

Kurotsuchi's face was no livid. "You impertinent…"

"Enough of this!" Azmuth, waving his hands wildly. "Never in all my day have I seen such a display. According to Paradox, most of you Shinigami and Arrancar are almost as old as he and I are. Right now, however, most of you are acting like children." He looked back at Paradox. "I suppose you already have a plan in mind for this Hogyoku device?"

Paradox smiled. "You know me all too well, Azmuth."

"Not as much as I would like to think I knew," Azmuth said dryly. "Even now I still can't figure out what goes on in your head. For now, I suppose, it would be best if we were to just wrap this all up."

"I agree," Paradox said. "First thing we need to do is supply Ben's friends with the proper Gigai."

Ben raised an eyebrow. "Gigai?"

"You see, Ben," Paradox explained. "Arrancar and Shinigami are nothing more than spirits. Most people aside from an exceptional few can see them. Gigai are artificial bodies that Shinigami would use in case they needed to interact with the world of the living."

"Artificial bodies?" Gwen asked, a little uncertain about the idea.

"Don't worry, Gwen," Paradox reassured her. "While the bodies are synthetic, they look, feel, and function just like normal bodies do."

"Fascinating," Azmuth said, stroking his whiskers. "I might want to examine the research that the Shinigami have done some time."

"Great," Ben said about the Gigai. "How long does it take to make those?"

"Not long at all, Ben," Urahara said. "But we'll need to make preparations so we can have Gigai made for all your friends."

Gantenbainne chuckled. "Never thought I'd be living in the world of the living."

Ben looked at the Privaron Espada. "Gantenbainne?"

"Don't worry, kid," Gantenbainne said with a smile. "I don't know what in the world I'm supposed to do when I get there, but I think I can handle it."

Ben grinned at him. "Are you sure?" he asked.

Gantenbainne nodded. "No worries, Ben."

Ben grinned. "Count on it," he said. He and Gantenbainne walked up to each other and shook hands.

"Hey, hat guy," Starrk said to Urahara. "Do…do these Gigai limit one's power?"

Urahara looked at Starrk. "Why do you ask?"

Ben's eyes widened in remembrance. The weaker Hollows all died being around Starrk and Lilynette. While Ben was still trying to figure out how he and his pals were all still alive, he wondered if maybe…

"I'm afraid Starrk is a little on the powerful side," Paradox intervened. "He might not be the best one to have at social gatherings under normal circumstances."

Starrk sighed at Paradox's words. "Got it in one," he said.

"Hold on," Kevin said. "Can't you just use that Hogyoku thing?"

"Better yet," Gwen said. "You can use the Hogyoku to make yourselves visible to humans while you're at it."

Starrk's eyes widened in surprise. He looked over at the Hogyoku in Urahara's hands.

"I wouldn't recommend it," Paradox warned him. "Humans already take such prejudice against beings from other worlds and they would treat Arrancar no differently. As for using the Hogyoku to limit your powers, it"It is highly likely that you would lose all your powers entirely."

"Fine by me," Starrk said as he continued looking at the Hogyoku. "I'm tired of watching people die around me."

"Say what?" Kevin asked.

"It's a long story," Ben told him. "What I want to know is why I was never killed."

"Aizen taught Starrk how to control his powers better so that people didn't always die around him," Paradox replied. "But Starrk," he said. "What if there comes a time when you need to use your powers?"

Starrk shrugged. "I don't mind being weak," he said. "I'm just tired of being lonely."

"What?" Zaraki said. "Don't mind being weak? What kind of crap is that?"

Starrk gave a bored look at Zaraki. _He's like Nnoitra as a Shinigami,_ he thought to himself.

"I don't see why you'd want to get rid of your powers," Ben said. "I mean, did you see those wolves you created? Or how about those energy swords? Those were so cool!"

"Stop giving Starrk all the credit!" Lilynette yelled at Ben. "The two of us are one remember? I was helping too!"

"Yeah but Starrk was the one doing most of the work," Ben pointed out.

"What did you say?" Lilynette demanded. "I'll make you pay for that, Ben!"

She ran after him and the two got into a comedic chase. Lilynette leaped forward to try and grab Ben but he slid to the side, causing the little girl Arrancar to face-plant the ground. Biting her lip to keep from screaming out, Lilynette started getting back up to her feet. Suddenly Ben wrapped his arms around her from behind.

"Say uncle," he taunted her.

Lilynette's face was livid. "Never!" she yelled.

Ben smirked. "Suit yourself." He started tickling her.

"Gah!' Lilynette cried out. She flailed her arms wildly and started kicking her legs in the air as she started laughing like crazy. "St…stop it!" she managed to yell out before laughing again.

"Say it!" Ben teased.

"No!" Lilynette managed to retort.

Ben grinned. "Really?" he asked. He removed one of his hands from Lilynette's waist while still tickling her with the other one. He then stuck his free index finger in his mouth and pulled it back out. Saliva dripped from the finger tip.

Lilynette's eye widened in horror. "Don't you dare!" she warned.

Ben raised an eyebrow as his smirk grew. He brought his wet finger close to Lilynette's ear. "Wet willy time!"

"Uncle!" Lilynette screamed. She now squirmed in his grip to get away from the deadly finger. "Uncle! Uncle!"

Ben laughed as he let go of Lilynette and wiped his wet finger on his pants. Lilynette gave him a death glare.

"You're evil!" she said in a quiet voice.

"You should have seen him when he was ten," Gwen said. "Trust me, he's a saint now compared to back then."

Ben pouted at her. "I wasn't that bad," he said.

Gwen raised an eyebrow. "You're kidding right?" she asked. Ben made a face.

Starrk snorted at the conversation. Judging from Gwen's words, he was better off with Lilynete than a ten year old Ben.

"Starrk," Urahara said, looking at the former Primera. "I am capable of creating a limiter for you. You can limit your strength without having to get rid of it entirely. That would be better than simply discarding all that power."

Starrk shrugged again. "I don't need all this power anyway. I never asked for it."

"That may be so," Yoruichi said. "But now you see that you can use this power to do many things. You used your power to help us defeat Aizen and save all those lives."

Starrk scratched the back of his head. "I guess," he said.

"So why don't you use your powers to help others?" Gwen suggested. "We do it all the time."

Starrk said nothing, simply looking at everyone before looking at the sky.

"Starrk!" Lilynette yelled. "Don't you dare say 'No'!"

Starrk looked at his other half in surprise.

"You are not going to say 'No'!" Lilynette yelled. "Ben…Ben is our first real friend! The first person to really care about us!"

Starrk stared. Originally it was Lilynette who didn't trust Ben.

Suddenly Lilynette leaped at Ben. At first Ben thought she was gonna attack him like she would Starrk. Instead she hugged him.

"Thanks, Ben," she said. "For being a real friend."

Ben smiled. It felt nice to be appreciated for a good deed but he didn't do it for the credit. He did it because it was the right thing to do.

Azmuth cleared his throat and spoke, "Now, on to other matters." He stated, "Ultimatrix, initiate lock on Master Control."

The Ultimatrix responded, "Master Control locked."

"Azmuth!" Ben exclaimed.

"As I've said before, Ben Tennyson, such power is too great for you right now. I only unlocked the Master Control due to it being an extreme situation but now that it's passed, you don't need to access all those aliens. Maybe when you're older, and a little more responsible, then we'll have the Master Control unlocked."

Ben sighed. Typical Azmuth. "Well, I still got a lot of guys I can turn into so it's better than nothing."

"Good. You've learned patience," Azmuth complimented. He warned, "Just don't go and try and force access the Master Control like you did last time or else I'll take it from you and find someone else to use it."

"Come on, Azmuth. This is me we're talking about. Would I ever make the same mistake again?" Ben asked. Azmuth snorted in response.

"Well," he said. "It's time for me to return to Galvan Prime. Farewell to you all." He looked over at Harribel and Nelliel. "You two. I have an important task for you."

Harribel frowned, not really liking being given orders from this tiny being. Nelliel looked down at Azmuth.

"What is it?" she asked.

"I want you to keep an eye on young Ben here," Azmuth told him. "You two look like responsible ladies and Ben apparently still needs someone to babysit him…."

"Hey!" Ben protested.

"So I'm entrusting that task to you two," Azmuth continued, ignoring Ben. "Keep him in line, make sure that the attention doesn't go to his head." He scratched his whiskers in thought. "And feel free to slap him in the back of the head in case he does something foolish. Which, of course, is most of the time."

"Azmuth," Ben whined, much to Kevin's amusement.

"But," Azmuth said, turning to face Ben as his body started glowing with a blue aura around it. "Job well done, Ben Tennyson." The blue aura turned into a flash of light and Azmuth was gone.

Ben's jaw dropped. "Did he really say 'job well done'?" he asked.

Gwen smiled. "I believe so," she told him.

"Yes!" Ben cried, punching the air. "Oh yeah! I'm cool with Azmuth again! Who knows, it might just be a matter of time before he gives me that new Omnitrix."

Kevin snorted. "Yeah right, Tennyson," he said. "One good job doesn't make up for all your other blunders."

"Hey!" Ben said indignantly. "I saved Earth, Hueco Mundo, and Soul Society all in one blow! That's got to count for something."

Suddenly Ben felt pair of arms wrap around him and yank him close. The back of his head came in contact with something that caused his face to go beet red again.

"Don't worry, Ben," Matsumoto cooed in his ear as she hugged him tighter. "You still have me."

This in turn caused the back of Ben's head to come into closer contact with her bosom. His eyes were wider than they ever were before and his face was as red as it was when Kurotsuchi announced his project. He struggled to get out of Matsumoto's grip but she held on tightly.

"Get away from Ben, cow-chest!" Mila Rose yelled in fury. She, Apacci, and Sung-Sun all ran up to the two of them. The trio grabbed hold of Ben's arms and started yanking him away from Matsumoto. The lieutenant gave a sly grin before she made a pouty face.

"Don't take Ben away!" she whined, yanking Ben back to her. Furiously, Apacci and Mila Rose started yanking harder. This in turn made Matsumoto tightened her grip on Ben's waist. At either rate, Ben felt like either his waist was gonna be crushed or his arms were gonna be yanked out of their sockets.

"My, Ben," Matsumoto purred as she suddenly starting running of her hands on his stomach. "Do you work out?"

Ben's face burned hotly. Was this karma's idea of payback for letting fame go to his head? "I…I play soccer," he managed to say.

"Oh an athlete," Matsumoto said. She smiled coyly as she poked his abdomen. "Not bad. Not bad at all."

Apacci and Mila Rose's faces screamed bloody murder while Sung-Sun herself was getting extremely annoyed. They started pulled harder on Ben's arms and of course Matsumoto was yanking Ben back.

"Erk!" Ben groaned as he was caught up in this tug-of-war. Personally he felt like he was a giant wishbone right now. "Make a wish," he muttered to himself.

Suddenly Ben himself yanked out of Matsumoto and the girls' grips and soaring at who know how fast. The next thing he knew, he was away from them but not very far. And…there were still arms around him?

He looked down at the arms around him this time. They were dark skinned. At first Ben thought it was Harribel but saw that the arms had black cloth on them. He followed the arms and saw a pair of yellow eyes shining at him.

"You looked like you needed a hand, Ben," Yoruichi said with a smile.

"Er," Ben said. His cheeks still hadn't settled down and felt like they weren't going to be any time soon. "Thank you." He noticed that she still had her arms around him and they were pretty close. "You can let go now."

Yoruichi's smile became flirtatious. "No thank you," she said. "I like this the way it is."

"Oh?" Matsumoto said with a coy smile. "You too, Yoruichi?" she asked.

Yoruichi smiled back. "What can I say?" she asked. "Ben's got that animal magnetism."

Ben thought that if his face got any hotter, it would melt off.

"Yo…Yoruichi-sama!" Suì-Fēng cried out in what sounded like anguish. Any respect she might have held for Ben Tennyson had been replaced with anger. How dare that boy seduce Yoruichi-sama, a goddess who no man would be good enough for!

"What?" Yoruichi asked Suì-Fēng with a sly smile on her face. "I've been so alone all these years." She smiled cutely at Ben. "And I think Ben's just the kind of guy to make me feel young again."

Ben began trying to struggle to get out of Yoruichi's grip. He was surprised his head wasn't going to explode from how hot it was. "I…I'm good," he muttered as he tried to break free.

Findor, Poww, Vega, and Nirgge, who had been silent all this time, watched in utter fascination.

Vega snorted. "What makes Tennyson so great?" he asked the others.

Poww shrugged. "Understanding the mind of a woman is one of the greatest mysteries of existence," he said.

"I must say though," Findor commented. "His mysterious abilities to attract females, combined with his power to defeat Aizen would make him a great king."

Nirgge nodded. "Power and women are known tokens of a ruler. No woman ever caught Baraggan-sama's eye but…"

"You four really need to shut up right now!" Gwen yelled at the four Fraccion.

Redder grinned while Charlotte smiled at everything that was going on.

"My, my," Yoruichi said to the struggling Ben. "So innocent. He's even more innocent than you are, Ichigo." She looked at the Substitute Shinigami.

"Oh I know," Matsumoto gushed. "Ben's like this sweet little angel that you just want to cuddle."

Hitsugaya frowned. "Matsumoto," he muttered under his breath.

"Gah!" Ichigo cried. "Leave him alone will you? No need to mess with him too!"

Yoruichi smiled. "Jealous, Ichigo?" she asked.

Ichigo made a face. "Of what?" he asked.

Yoruichi's smile became like the Cheshire Cat. "Of the fact that Ben's got all us sexy women after him?"

Ben tried slipping out of Yoruichi's grip but it did not go unnoticed by her so she pulled him back closer to her body. "Where do you think you're going?" she asked coyly.

Kevin fell on his butt with laughter. "Man!" he gasped. "Guess you don't know your own strength, Tennyson!"

Ben's mouth felt like it was cement shut so he didn't say anything.

"Alright!" Gwen yelled. "That is it!" She created a tendril of mana and wrapped it around Ben. Before Yoruichi could do anything, Gwen yanked her cousin from the Goddess of Flash's grip. She then gently placed Ben's feet on the ground and got protectively in front of him. "From now on!" she yelled. "My cousin is off limits!"

Ben was too dazed from everything that had happened to him, so the only thing that came out of his mouth was gibberish. Kevin laughed and patted Ben on the back.

"Since when did you become so lucky, Tennyson?" he asked mockingly.

"Lucky?" Gwen repeated. "Kevin, I can't believe you're encouraging this."

"I'm not encouraging this," Kevin replied in his defense. "I'm just saying that Ben's kinda lucky. None of those fangirls in Bellwood can compare to these girls."

"And did it ever occur to you that they're just doing this to mess with poor Ben?" she pointed out angrily. She looked over at Ben, who was looking downright embarrassed after his ordeal. "I'm not gonna let them take advantage of my cousin or hurt him in anyway." She turned her attention to the girls, namely those like Yoruichi and Matsumoto. "Do you hear me? You do anything to my cousin and I will make sure that you regret it for the rest of your life!"

Matsumoto pouted. "You're no fun," she whined.

Yoruichi nodded. "We meant no harm, little Gwen," she teased.

"I don't care!" Gwen yelled angrily. Many were thrown off by the raw anger in her voice. Her eyes glowed with purple light. "I'm not just going to stand around and let you treat my cousin like he's some kind of toy! So if that's all you're gonna do, I suggest you keep your distance!"

"Gwen." Gwen brought her heated glare to whoever just said her name, but her eyes softened when she saw the look on Nelliel's face. "I…" the former Third Espada said softly, "I would never take advantage of Ben or do anything to hurt him. I said I love him and I do. Please believe me when I say that I would do anything for him just as he has done for me. I would never hurt him or let anyone else hurt him. You have my word as both a warrior and a woman."

This caused Nelliel to remember the way she was when she was a little kid. The way Ben would play with her, spend time with her and protect her from harm. Then she remembered the times when she would use her child-like cuteness to hog Ben all to herself. While she did enjoy those moments, they were hardly the romantic moments like in the books she used to read when she was the third Espada. But now…now that she was a woman, she was ready to have those romantic moments with Ben. She inwardly giggled. She knew that Ben, who was rather naïve when it came to romance, would be a little nervous at first. But she knew that she could show Ben how happy they could be together.

Pesche and Dondochakka nodded in agreement with their leader's words. Nelliel was one of the best of the Arrancar in Aizen's army. She was not arrogant or brutish like so many of her former comrades were. But still, Pesche and Dondochakka never saw Nelliel as happy as she was when she was with Ben. Ben was the thing she had needed. A light in the darkness of Hueco Mundo. He…he completed her, didn't he? Who else could take Ben's place?

Gwen started to feel a little guilty about snapping like that. So far, Nelliel seemed like a good person and she really did care about Ben.

"Okay, I believe you," Gwen reassured Nelliel, who relaxed a bit from Gwen's words. Gwen looked at Harribel now. "But what about you? How did _you _fall in love with my cousin? I don't mean any offense but," she scratched the back of her head. "You just don't seem like the type of girl that would fall in love with Ben."

Apacci, Mila Rose, and Sung-Sun glared at Gwen. How dare she say that about Harribel-sama? That girl didn't know all the hardships that Harribel had been through. So what if Ben was different? Opposite attract didn't they? Harribel-sama and Ben balanced each other. That's all there was to it. Besides, what right did this girl have the right to judge anyway? Harribel-sama was just as good, if not better, than any of those other girls Ben could be with. Why would he want or need any of them when a woman like Harribel-sama loved him?

"At first," Harribel said. "I never imagined that I _would _fall in love with him. But as I spent time with him, I was intrigue by him and by his very nature. I found myself drawn to it."

"You felt like you were regaining the humanity you had lost ever since you became a Hollow," Paradox commented.

"Yes," Harribel replied. "As time went on, I developed the feelings that I have now. Ben had taken everything I knew and changed it."

Kevin snorted. "Seriously?" he asked. "Ben didn't show off at all?"

"He did," Harribel said. "But it was not like the men of Hueco Mundo. His humanity…was truly something rare among us Hollows and Arrancar."

"Ben does have that affect on people," Gwen admitted, remembering how Ben could make allies out of the most unlikely of people.

"I began to care about him and eventually learned to love him," Harribel said. "I…am not sure how to fully explain. It feels like…like I've known him before."

At that moment, something flickered in Harribel's mind, but whatever it was had flickered as fast as it had appeared. Whatever it was, it was a strange, yet somehow familiar feeling. A sense of Déjà vu. She gave her head a light shake. What was it? A thought? A memory?

Paradox smiled cryptically as he noticed Harribel's nearly invisible action. Kevin noticed this and walked over to Paradox

"You know something, don't you?" Kevin asked in low voice while raising an eyebrow.

"Perhaps," Paradox said in an equally low voice and a smile.

Kevin crossed his arms. "All right, spill." He said.

Paradox gave a soft chuckle. "You know I'm not one to give away spoilers," he told Kevin.

"Well I never liked waiting," Kevin retorted. "So, do Harribel and Ben have some kind of bond thing going on?"

"A bond perhaps," Paradox said. "One that helped Harribel fully trust and love Ben."

"Didn't he do that in Hueco Mundo?" Kevin said.

"In a sense," Paradox said cryptically. "But that is, as they say, in the past."

Kevin frowned. "What does that mean?"

Paradox just continued smiling. "That's a story for another time."

"Huh?" Ben asked as he looked at them, unaware of what they were saying.

Wham!

Ben jumped at the sound of something colliding with flesh. So he turned around and saw that Isshin had punched his son in the face. "What? Again?" Ben groaned.

"What did I do now?" Ichigo demanded from his apparently psychotic father.

"You pathetic excuse for a son!" Isshin yelled at his boy. "If you were any kind of man, girls would be saying that about you! And now Ben's got girls left and right flirting with him! And you…you don't even one girl crushing on you!"

Orihime squirmed nervously as she played with her fingers. But Isshin was too busy yelling at his son to notice.

"Oh, Masaki!" Isshin cried, his hands closed as if in prayer as he looked into the sky. "Our boy is cursed to be undesirable for the rest of his life!" Suddenly his eyes went wide and his skin pale. "Or worse. He might become…"

"What kind of crap are you spitting out?" Ichigo yelled, kicking his dad in the face, sending the older Shinigami to crash and skid across the ground.

"Uh," Gwen said. "I don't think this is what people mean when they say parental bonding."

Kevin snorted. "No wonder this Ichigo guy's so troubled. Then again, I'd be pretty bothered if my name was Strawberry."

Ichigo froze before glaring at Kevin. "What did you say?" he asked.

"Nothing," Kevin said. "Just noticing that your parents probably thought you were a girl at birth if they named you Strawberry."

Renji and Rukia burst out laughing. Ichigo's face went as red as Ben's had been.

"I never thought of that!" Renji laughed as he clutched his sides. "That was perfect!"

"Oh man," Rukia said. "Imagine their faces when they learned he was a boy!"

Ichigo shot them a death glare that they ignored as they continued laughing at him.

"Now that you mention it," Isshin said as he got back up.

"You stay down!" Ichigo yelled, punching his dad in the face.

"What's the matter, Strawberry?" Kevin teased. "Something we should know about?"

Gwen glared at Kevin before looking at Ichigo. "I'm really sorry about this, Ichigo. Kevin's rude to everyone. Please just ignore him."

"Ahem." Everyone looked over at Paradox. "Moving on," Paradox said. He looked over at Gin. "I suppose the only thing left for us is to decide what your fate shall be."

Yamamoto narrowed his eyes. "You have done your part, Paradox."

"Oh?" Paradox asked as he looked at Yamamoto in amusement. "Have I?"

Yamamoto frowned. "Yes," he said. "Thanks to you, we succeeded in defeating Aizen…"

"And what about the Arrancar," Ben said sternly. "Do you promise to leave them alone?"

Yamamoto brought his attention over to Ben.

"Look," Ben said. "I get that you and the Arrancar don't like each other. But you don't need to treat them like trash."

_How ironic_. Ulquiorra thought to himself as he remembered all the times he referred to Ichigo and his friends as trash. But it was also rather fitting that the Shinigami would see the Hollows and Arrancar as nothing but trash.

"It cannot be helped, Ben," Ulquiorra said, brining everyone's attention onto him. "The lesser Hollows usually devour human souls before the hunger becomes too much and they start devouring each other to survive."

"Say what?" Kevin asked.

Ulquiorra looked at Kevin before looking at Paradox. "As apparently you are the one leading this, Paradox, do you want them to know?"

"It might be best if you give them the short version," Paradox answered.

Ulquiorra nodded before looking back at Kevin. "Hollows go through a unique evolutionary process," he started to explain. "Originally, Hollows have a hunger for human souls. But over time, human souls can no longer satisfy their hunger so they turn on each other. When a large group of Hollows start devouring each other at once, they can combine to form a Hollow known as a Gillian."

"Those giant black things we saw?" Gwen asked.

"I was not here but it's obvious from your description that you have in fact encountered Gillians," Ulquiorra said. "The majority of Gillians are mindless beasts but there are a select few Gillians whose bodies were taken over by one of the Hollows that formed it. This dominant personality will then continue devouring its fellow Hollows until it reached the next level of Hollow evolution. The Adjucha class. Once there, the Adjucha will continue to devour more Hollows until it reaches the final and most powerful evolution for Hollows. Vasto Lorde. Vasto Lorde are the Hollows with the closest humanoid appearances."

Kevin cringed at Ulquiorra's explanation "So it's a dog eat dog world," he commented. "No offense." He added quickly, in case any of the Arrancar became offended by his words.

"It's understandable," Apacci said with a shrug. "And, in sad way, you're right. It's devour or be devoured in Hueco Mundo."

"For the most part," Sung-Sun said. "Until we met Harribel-sama, who was a Vasto Lorde."

"You were aVasto Lorde?" Ben asked impressed. Even some of the Captains looked at her with awe.

"Most of the Espada are," Harribel explained.

"Nelliel? Starrk? Ulquiorra?" Ben asked. "You guys too?"

"Hold on," Kevin said, interrupting. "I can understand this whole Hollow thing, but where do the Arrancar come in?"

"Arrancar are Hollows who had broken their masks and gained humanoid appearances," Paradox explained. "They acquire new abilities while their Hollow powers take the forms of various weapons. In a state that is known as Resurrección, they are capable of calling upon the powers they had as Hollows, making them much stronger."

Ben grinned. "I already knew that one," he said proudly.

"There's one thing I don't get," Kevin said. "How come Ben's Ultimatrix never scanned all of them and acquired their DNA?"

Ulquiorra looked at Kevin curiously. "Acquired our DNA?" he asked.

"Yeah," Kevin said. "Ben's Ultimatrix always scans new life forms and takes their DNA. That lets Ben to turn into whatever his Ultimatrix scanned and I've got a feeling that Arrancar and Shinigami are definitely creatures not in the Ultimatrix's database."

Kurotsuchi's eyes widened in wonder. "Do you mean that Ben could turn into Arrancar and Shinigami?"

"Probably only Arrancar because Shinigami are more like humans," Gwen theorized. "Or maybe he would acquire the DNA of Hollows."

All the Shinigami and Arrancar's eyes widened in shock at this piece of information.

Yamamoto looked over at Paradox. "You failed to mention that the Ultimatrix was capable of doing such a thing, Paradox."

Ben looked at the Ultimatrix on his arm. "You know," he said. "I just now realized that. I wonder why the Ultimatrix never scanned any of them. I mean, it scanned Nelliel's damage and fixed her mask remain."

"Um," Paradox said with a somewhat fidget in his step. "I'm afraid I am to blame for that."

"What?" Ben asked.

"Remember how I told you that I had dropped you in Hueco Mundo because of a reality hiccup?"

Ben nodded.

"The truth is," Paradox said. "I lied."

"You did what?" Gwen demanded.

"What I really did was render Ben unconscious and take him to Galvan Prime. Azmuth was unaware of what I had in mind for Ben, but I convinced him to do a slight alteration to the Ultimatrix. While it could scan life forms for damages and similar functions, we made it so that unless either of us unlocked it, Ben could not acquire the DNA of any new life forms."

"Why?" Ben asked. "Do you know how cool it would be to turn into Starrk? Or Ulquiorra? Or Grimmjow?"

"Ben," Paradox said. "You forget Aizen and how his mind worked. If he saw that you were capable of acquiring new forms and powers, he would have tried harder to make you into a puppet or tool. In fact, he would have seen you even more precious than Aaroniero. I had to have the Ultimatrix locked to make sure that Aizen did not understand just how much of a threat you really were to him."

"But if I had the power of the Espada," Ben said. "I could have beaten Aizen no problem."

"Wrong," Paradox corrected. "You would have become overconfident and reckless and then easy prey for Aizen. Then the whole point of me sending you there would have been pointless."

"Well why didn't you tell Ben about your plans from the beginning?" Gwen asked.

"If I had, Aizen would have suspected something," Paradox told her. "Ben had to remain in the dark in order to be kept alive. I knew that leaving Ben to his own devices was the right choice. He made friends of the Arrancar and brought down Aizen. I'd say a happy ending for all of us."

"Whatever your reasons, Paradox," Harribel said. "I thank you. You were the one who brought Ben to us."

Nelliel nodded as she blushed. "Thank you…a lot."

Paradox smiled. "My pleasure."

"Well," Ben said. "Now that Aizen's gone and all, can you remove the lock please?"

Paradox chuckled. "Rather eager to have the power of the Arrancar and Shinigami aren't you? Unfortunately, Ben, I don't think you're ready for that kind of power just yet."

Ben's face fell and he groaned in disappointment.

Kevin laughed. "Burn!" he said.

Gwen frowned at him. "Was that really necessary?"

"Come on, Gwen," Kevin said. "First Azmuth denies Ben this new Omnitrix and now Paradox is denying him the chance to get all these new forms? That counts as funny in my book."

Ben frowned. "You always did have a weird sense of humor," he said.

"Anyway," Gwen said. "We've gotten completely off topic. Ben, you were asking Yamamoto about the Arrancar."

"Oh, right," Ben said, looking back the Captain Commander. "So, what's it gonna be? Of course," he said cockily. "I could always just turn into Alien X again."

Yamamoto narrowed his eyes at Ben. The boy was a cocky hoodlum, there was no mistake about that, but Yamamoto knew that it was better not to test the boy. He had many forms at his disposal. While they lacked the power to take him on in sheer combat, Yamamoto had been informed about enough of Ben's forms to know that several of them could be used strategically against him. Big Chill for example could simply become intangible. It was even possible that Big Chill's intangibility made him immune to Kido spells. The boy also had other similar forms; Swampfire who could regenerate, NRG who was virtually indestructible, AmpFibian with his electrical powers, and of course Alien X, who Paradox had _not _told him about.

"Very well," Yamamoto said.

Ben grinned before he was suddenly tackled from behind by a jittery Nelliel, who wrapped him around in a hug. But this time she hugged him gently.

"I'm glad everyone's having a good time," Gin said. "But something tells me the old man's got pop a vessel if you guys don't focus on me right now."

Ben looked over at Yamamoto. Whether he was really getting impatient with them, Ben couldn't tell.

"Ah yes," Paradox said. "I suppose we have delayed that long enough."

Matsumoto became serious now. "You're not going to kill him are you?" she asked Yamamoto. "Not after he killed Aizen."

"Ben Tennyson had already taken away Aizen's powers," Yamamoto pointed out. "Anyone could have killed him. His act means nothing."

Matsumoto looked stricken at this news. "But…" she said. "You can't!"

"One good deed does not erase all of his crimes," Yamamoto said harshly, causing Matsumoto to flinch.

Ben made a face. The way Yamamoto was acting was making him feel guilty inside. It was just like how he acted when Kevin had gone on a rampage after mutating. Ben had refused to give Kevin a chance and was all up for killing him. If it hadn't been for Gwen, then he would have ended it right then and there and probably would have been guilty about it for the rest of his life.

"You're being stupid," Ben told the Captain Commander.

Yamamoto's face was livid. "What did you say, boy?" Only one other person had dared to call him stupid and that was the man behind Ben's involvement in the first place: Professor Paradox.

"I don't care how powerful you are," Ben said. "That doesn't always make you right."

Suì-Fēng made a face. "First he seduces Yoruichi-sama, then he has the nerve to mock the Captain Commander," she muttered to herself.

Zaraki grinned that wicked grin at his. "Now that's what I'm talking about," he said. "Guess the kid's not half bad after all."

"Oh dear," Ukitake said while Kyoraku laughed.

Unohana just gave that warm smile of hers as if nothing in the world was wrong. Komamura was shocked that Ben would say that to Yamamoto, as were most of the Shinigami. The Visoreds all shared grins with each other.

"You know something, Ben," Shinji said with a grin. "You're not bad."

"Ten-chan is even cooler than before!" Mashiro cried out.

Hiyori shrugged. "He's okay," she said.

Gin chuckled. "I gotta say, Ben," he said. "You really have guts."

"Indeed he does," Paradox agreed. Then he looked at Gin. "Well I suppose we can't delay the inevitable anymore. With everything going on around here, it looks like you could use a change of scenery."

Gin looked at Paradox with that sly grin of his. "A change of scenery?" he asked.

"Of course," Paradox said to him. "The universe is a vast place after all."

Yamamoto brought his attention over to the one man he really couldn't stand. "What are you up to, Paradox?"

Gin looked at Paradox with interest. "Go on," he said in a mischievous tone.

"Well I'm quite certain that a little sightseeing of how the rest of the universe is wouldn't be such a bad idea, wouldn't you agree?"

Gin shrugged playfully. "Why not?" he asked. "Dead if I stay here. A change of scenery might do me some good."

"Splendid," Paradox beamed.

"Paradox…" Yamamoto growled in annoyance.

Matsumoto frowned at Gin's words. "You're leaving again aren't you?" she asked sadly.

Gin looked over at her and his face became that tender look again. He walked over to Matsumoto. "One last thing before I go," he said softly. He suddenly grabbed Matsumoto by her waist. Before she could do anything, he dipped her and gave her a soft yet passionate kiss. Matsumoto's eyes went extremely wide before slowly closing in pure bliss.

Ben blinked in surprise. "Okay," he said. "Didn't see that coming."

After a moment, Gin slowly pulled away and then brought his mouth to Matsumoto's ear.

"You don't know how long I wanted to do _that_ too," he said softly. Matsumoto shivered as his breath tickled her ear. Then, Gin helped her back up and pulled away. He looked at Paradox "Ready when you are," he said.

"Excellent," Paradox said as he pulled out his pocket watch. He looked at Ben and the others. "Farewell, Ben. We'll see each other again."

Ben nodded as Kevin and Gwen stood beside him.

"Hey Ben," Gin said. His eyes fully opened and he gave Ben a friendly smile. "Take care of yourself, okay?"

Ben scratched the back of his head. Aside from killing Aizen and all, Gin really wasn't such a bad guy after all. "Will do," he said.

Gin looked over at Kira. "I'm glad to see you're doing okay, Kira," he said.

"Ichimaru-taicho!" Kira cried out. "Why didn't you tell me? Why didn't you tell me you wanted to kill Aizen? If I had known that it's what you wanted all along…"

"What's done is done," Gin said kindly. "But I'm really glad it all worked out." He looked over at the rest of the Gotei 13. "You really ought to give Ben a medal. After all, he did what none of you could do."

"Gin!" Everyone turned to see Hinamori walking towards him. The Gotei 13 all tensed when they saw her, except for Hitsugaya. He was the only one who knew that Hinamori was finally free from Aizen's spell. Gin had a neutral face as Hinamori came at him.

"Yes?" he asked once she stopped right in front of him.

Hinamori looked right into his face since she couldn't really see into his slit-like eyes.

"During my time as lieutenant of the Fifth Division," she said. "I was deeply devoted to Aizen. I wanted to do anything for him and I…I loved him."

Nearby, Hitsugaya felt a pain in his heart as well as utter jealousy. That jerk Aizen had to go and do this to poor Hinamori. But there was a ray of hope. She had called him Aizen. Not Aizen-taicho or Aizen-sama, just Aizen.

"When I thought Aizen was dead the first time," Hinamori continued. "I felt like my world was shattered. Like all meaning didn't exist anymore." She looked at Gin. "But when I saw you kill the real Aizen I _was _devastated. But…it was only for a little bit. Now…now it feels like I've woken up and a weight was lifted off my shoulders." She smiled a little. "So…thank you, Ichimaru-taicho!"

Kira and Matsumoto both felt tears of joy building up. It was good to see their old friend finally free of that monster.

"Hey now, don't give all the credit to me," Gin said. "Ben did all the work."

"R…right," Hinamori said with a nod. Looking over at Ben, she bowed her head. "Thank you…Tennyson-san."

Ben smiled kindly at her. He didn't know what else to do or say.

"Well, Gin," Paradox said. "It's time for us to get going now."

Yamamoto growled in irritation. "Paradox, don't you…"

Paradox and Gin began glowing in a bright blue light. With that grin on his face, Gin waved to everybody. "Bye-bye!" he called, waving as he and Paradox were completely engulfed by the light.

"Don't you…" Yamamoto tried again, but when the light vanished, Gin and Paradox were nowhere to be seen. "Paradox!"

Kira did not stop staring at the spot where Gin had just been standing. Tears dripped down his face. This whole time…this whole time the man he thought he had hated with every fiber of his being but turned out to be a hero, was truly gone. Kira felt guilty for the resentment he had felt towards his former captain. Maybe if he had been a better lieutenant, he would have known his captain's true intentions.

"Don't beat yourself up." Kira gave a little jump as he saw Matsumoto beside him. "None of us could have seen it coming," she said gently. A smile on her lips. "That's just the type of man he was."

Kira nodded but still gave a sigh and looked down at the ground. "I just wish I…"

She patted him on the back. "I know," she said.

Meanwhile, Yamamoto was still fuming. "Idiot," he muttered. "Thinks he can get away with anything."

Ukitake sighed. "I never thought I would meet someone who would get him so riled up like Paradox does."

Kyoraku nodded. "It's easy for him to," he said.

Ukitake looked at his friend in confusion. "What do you mean?" he asked.

"Paradox can just disappear and go wherever in this wide universe he wants to," Kyoraku explained before his face became downcast. "While we're still here and have to deal with the old man's temper."

Ukitake laughed at his friend.

"Well," Ben said. "I guess it's time for us to be heading out." He looked over at Gwen and Kevin. "You know what I'm in the mood for?"

Gwen sighed. "A smoothie?" she asked.

"Do you know how long I was in Hueco Mundo?" he asked her. "Over a month! An entire month with no smoothies or chilli fries! You have no idea how much torture that was! I'm surprised I wasn't going through smoothie withdrawal!"

"Ben," Gwen said as she rolled her eyes. "There's no such thing as smoothie withdrawal."

"Says you," Ben retorted, pointing an accusing finger at her. "You don't drink smoothies as much as I do so how would you know?"

Kevin smirked. "Man, I wish I could have seen your face when you learned there were no smoothies in Hueco Mundo."

"It was a rather interesting reaction from what I heard," Tōsen admitted. "Ben had seemed rather devastated when I told him that we had never heard of smoothies or chilli fries."

"Too bad you didn't record it," Kevin said.

"Well what are we waiting for?" Ben asked. "Let's get back home and get ourselves a whole bunch of smoothies to celebrate."

Matsumoto smirked as a mischievous glint shined in her eyes. "Not so fast, Ben," she said. Her tone of voice caused Ben to freeze in his tracks.

It was Gwen who answered. "What now?" she demanded hotly. She was really getting tired of poor Ben being caught up with all these….temptresses, for lack of a better term.

Matsumoto was unfazed by Gwen. With a smile she looked at Ben. "Isn't this the part where the big hero gets a kiss? She asked playfully.

Ben's face had gone so white; you would have thought he was turning into a human Echo Echo. Kevin chuckled behind him until Gwen glared at him. Ben felt small and compact as he felt everyone's, or at least mostly everyone's, eyes on him.

Pesche and Dondochakka exchanged knowing looks. This was the chance Nelliel needed to really prove her love to Ben, with a kiss. That would really make a statement about her feelings. Of course, Appaci, Sun-Sung and Mila Rose were thinking the same thing. This was the opportunity that Harribel needed to be closer to Ben than ever.

"She's right, Tennyson. The big hero should get a kiss from his princess, don't ya think?" Kevin said. He looked at the five girls "So, who wants to go first?"

"Kevin!" Ben and Gwen exclaimed.

"You know, I should really sell tickets to this show," Kevin joked, unfazed. "It'd make a killing back home."

"It'd make the tabloids back home," muttered Gwen.

"Either way works for me," Kevin said with a grin. He looked at Ben. "So who's it gonna be first, Tennyson?" he asked.

Ben wondered if he could reach for the Ultimatrix fast enough before anyone could do anything.

"We might need to hold him down," Kevin suggested. "That way he can't use the Ultimatrix to get away."

Ben mentally cursed Kevin. "Er," he said. "You know. My parents are really worried about me and I want to let them know I'm okay and…"

"What's the matter, Tennyson?" Kevin taunted. "Don't you think your girls deserve some kisses after all they've been through?"

Yoruichi chuckled. "You can't deny a woman what she wants, Ben."

Ben gulped, too scared to see the five girls' faces. Because right now he had a nasty feeling like he was a mouse surrounded by cats.

_Oh nice one, Tennyson. _Ben grumbled to himself for that thought.

"Well," he mumbled. "We've been through a lot and they probably want to…"

Ben paused in his rambling when he heard footsteps right behind him. Slowly, ever so slowly, he turned his head. Nelliel stood behind him and the way she was looking at him made his legs feel glued to the ground. She was looking at him with a small smile on her face and her eyes half-closed. Ben found that look more terrifying than anything else he had ever faced.

"Ben," Nelliel said softly. She took a step closer.

_Move! _Ben mentally yelled to his legs. _Move, darn it, move!_

"You know," Nelliel said sweetly as she was right in front of Ben. "You really can't deny a woman what she wants."

Ben felt his body freeze up as she came even closer to him. She tilted her head forward, her lips ready to kiss Ben's. Ben could hear himself gulp as Nelliel's face came close to his. But then, she paused before she placed a kiss on Ben's forehead. However, the sensation he felt when her lips lingered there was enough to make Ben grow goosebumps on his skin. He was a little confused, though.

"I will not force you to do anything against your will," she said softly. "I want to kiss you, yes," she admitted with a blush. "But I want it to be mutual. Something that we will both enjoy."

Ben's own face softened at Nelliel's confession. Suddenly she wrapped Ben in one of her trademark bone crushing hugs.

"You won't regret it, Ben!" she cried happily. "I'll do my best!" She hugged him tighter.

"Gurk!" Ben groaned. "Nelliel…hurting me. Need…to breathe."

Nelliel gasped and released Ben. "I'm so sorry, Ben! I don't know what came over me!"

"It's…okay…" he let out, taking a gulp of fresh air. When she used to be small, she would hug him like that too and he always got blue in the face. It was still hard to believe the little Arrancr girl he'd befriended could turn out to be such a woman. As mature as she was, there was still that bit of childishness that came with her personality.

He then realized other girls wanted to kiss him so he steeled himself. Turning around, he found himself staring face-to-face with Harribel. "Ben," she said softly.

"Ha…Harribel…" Ben stuttered.

She slowly looped her arms around his waist, pulling him close to her. His chest pressed against hers and he blushed when he realized how soft her breasts felt against his chest. Harribel then closed her eyes and leaned in. Many expected her to claim his lips but instead she kissed his cheek, much to his surprise. When her lips were close to his ear, she said,

"By my honor I will not force you to accept my feelings. However, I will remind you that my heart is open to you and whatever advances you will make, Ben." She pulled away, leaving him red like a tomato. Then in a gust of wind, she was back into her sealed state. Her only reason for staying released for so long was to kiss Ben.

Isshi cried again, out of shame, because Ben had gotten kisses from two lovely ladies while Ichigo had none, "Why! Is my boy cursed? Is it my fault!"

"Shut up!" Ichigo yelled but then he felt a pair of lips touch his cheek. He turned and stared, shocked, at Orihime. "Inoue…"

"You looked left out, Kurosaki-kun," she said honestly.

Ichigo stared at her in absolute wonder.

Kevin grinned and addressed Haribel's Fraccion, "So, what about you three? Don't you want to kiss Ben?"

"Shut up!" Apacci snapped, blushing.

"We'll do it on our own time," huffed Mila Rose.

"Actually, I wouldn't mind spending a few minutes with Ben," stated Sun-Sung flirtatiously as she winked at the Ultimatrix wielder.

"No way, Sun-Sung!" shouted Apacci.

"We had a deal!" Mila Rose reminded.

"Oh, I know, but I do wonder what Ben's lips will taste like," said Sun-Sung, a sleeve covering her lips.

"Don't you dare!" her fellow Fraccion shouted at her. They lunged at het but like a snake she dodged with ease, slipping away. She didn't really mean it. She was actually joking, just to rile up her comrades. She knew she could not stand in Haribel's way, but she just enjoyed ticking them off for her own amusement.

It was also fun to tease Ben. He looked so cute all red like that.

"Uh-oh!" Kevin said with a grin. "I just realized something."

"What?" Ben asked nervously. So far, Kevin had done nothing but make him miserable ever since the whole Aizen ordeal had ended. And he had a nasty feeling it was just gonna get worse.

"Where are all your new friends gonna stay at?" Kevin asked in amusement.

Ben looked at him puzzled until he realized what Kevin was talking about. In his haste of inviting the gang to Bellwood, he didn't actually consider living arrangements.

"Where are they gonna live?" Kevin asked. "Where are they gonna sleep?" Suddenly his grin turned malicious. "You weren't thinking of having them live in your house were you? What's your mom gonna say?"

And that was the final straw.

Thud!

"Ben!" Gwen yelled out in concern as she ran over to her cousin, who had collapsed. She tried shaking him but he was too dazed to make sense of anything.

"Guess I overdid it," Kevin said, more to himself than anyone else.

"You think?" Gwen snapped at him.

This in turn caused the majority to start laughing at what had transpired.

"Well that's what he gets," Lilynette said matter of fact. "He shouldn't be flirting with all those girls."

"Ben's gonna have a very interesting life," Rose said with a nod.

Everyone's attention was drawn when they heard the sound of a Garganta opening. They turned to see one forming right in front of them.

"Huh?" Kevin said. "Now who?"

Ben felt his body tense up. "Take a guess,"

The Garganta fully opened to reveal a fully restored Grimmjow looking at all of them with a grin on his face. His eyes turned feral when they landed on Ichigo.

"There you are, you little…"

"Grimmjow!" Ben yelled, cutting off the Sexta Espada. "After everything I've been through today, I am not in the mood to put up with this. Especially from you."

Grimmjow growled at Ben. "You in the mood to fight me, Tennyson?" he asked.

"I kicked Aizen's butt so I can definitely kick yours!" Ben countered.

Grimmjow stared at Ben in shock. "What…what did you say?" he asked.

"That's right," Ben said, pointing at himself with his thumb. "I beat Aizen!"

"Oh no," Gwen groaned, putting her head in her hand.

Kevin rolled his eyes. "Here we go again."

Grimmjow activated his Pesquisa to search for Aizen's reiatsu. It was nowhere to be felt.

"Do you want more proof?"

Grimmjow turned to see Yoruichi standing nearby. Grimmjow's eyes widened when he saw that she was carrying Aizen's body on her shoulder. She placed him down on the ground gently, a lot more than what he deserved, and took a step back.

"It's no trick of Kyoka Suigetsu either," Unohana told him. "Paradox-san took care of that."

Grimmjow just continued staring at Aizen's corpse.

"So," Gwen said as she created mana around her fists. "Are you here for revenge?"

"Revenge for what?" Grimmjow asked. "You guys killing Aizen?" He snorted. "What for? He's dead and gone. As if killing you guys would bring him back."

"Then what are you here for?" Ben asked, having a nasty feeling that he already knew the answer.

Grimmjow gave him a grin. "What do you think?" he asked. "For Ichigo."

Ichigo groaned. "Come on," he said. "I already beat you, didn't I?"

"Shut up!" Grimmjow snapped. "You beat me one time and I beat you two times before that!"

Ben groaned. "Will you just let it go, Grimmjow?" he asked.

"Grimmjow," Ulquiorra intervened. "You are being foolish. You are outnumbered and outmatched. It would be best if you were just to return to Hueco Mundo. All the other Espada besides us are dead. We will not be returning to Hueco Mundo. It's yours now to do as you please."

Grimmjow paused at Ulquiorra in surprise. Hueco Mundo? All to himself? For him to rule? As king?

Grimmjow gave him a feral grin. "You take me for an idiot?" he asked.

Ulquiorra said nothing, wordlessly saying that he did indeed think of Grimmjow as an idiot.

"You think you can make me do what you want by bribing me?" Grimmjow asked. He took a step closer to Ulquiorra. "Forget it."

Ben sighed as he looked down at the ground. He could hear the captains start getting into fighting positions and drawing their blades. And knowing Grimmjow, that battle hungry lunatic would probably take them all on, confident that he'd win. But Grimmjow was only one Arrancar. Even if he was the Sexta Espada, he wasn't invincible. Something had to be done. Then an idea came to mind.

"I'll fight you," he said.

Everyone looked at Ben in surprise. Grimmjow raised an eyebrow in interest.

"Really?" he asked, his feral grin getting wider.

"Think about it, Grimmjow," Ben teased. "Don't you want to fight the guy who beat Aizen when no one else could? Wouldn't beating me prove you're stronger than Aizen?"

Comprehension dawned on Grimmjow's face. His teeth were fully shown now and he now he liked like a vicious wildcat without even being in his released state.

"I like it," he said hungrily. Like a panther ready to devour his prey.

"But let's make this a wager," Ben continued. "If I win, you have to agree to leave Ichigo alone and either go back to Hueco Mundo or come live with us in Bellwood."

Grimmjow made a face of disgust at Ben's terms. Forbidden from attacking Ichigo again and possibly living among humans? Disgusting!

"Got to say, Ben," Grimmjow commented. "You know how to torture a guy. Maybe that month with us wasn't a total waste after all."

Ben frowned as his eyes narrowed. "If you win…" he said.

"If I win," Grimmjow said. "I get to kill all of you! I'm the King around here, Ben and you're going to be a first prey."

Yamamoto smashed his sheathed sword turned cane onto the ground. "No!" he yelled. "I have allowed this to go on long enough! Because of Ben's deeds in this war, I will respect his wishes but this is getting out of hand." He looked at Grimmjow. "You only have two options, Arrancar. You can either return to Hueco Mundo or you can die right here. Make your decision."

Ben glared at Yamamoto. Grimmjow was way too stubborn and prideful to give into demands like that. It was more like Yamamoto was inviting Grimmjow to his death.

"Sorry, Yamamoto," Ben said. "But I'm not part of your group. You can't tell me what to do."

The Gotei 13 and even the Arrancar looked at Ben in admiration. He was talking down to Yamamoto, the leader of the Gotei 13 and the most powerful Shinigami in Soul Society.

Yamamoto gritted his teeth. "What did you say?" he asked.

"I think he said you can't tell him what to do," Kevin replied smugly.

Ben grinned as he took a fighting stance, activating the Ultimatrix. "I'm not gonna lose," he said to Grimmjow.

Grimmjow grinned as he pulled out Pantera. "Good attitude," he complimented. "I like that. But what I don't like is people underestimating me." His spiritual pressure started to kick up.

"Hold it!" Ben said. He pointed to some of the far off buildings in the right of the city. "We'll fight over there."

Grimmjow looked to where he was pointing and nodded. "Good," he said. "You'd hold back if we were fighting with all these people here. And I want you to fight at your full power."

Ben nodded. Then he grinned. _Time to see if the Hogyoku really did give me powers._

"Let's go!" he said. Suddenly he became a green blur that shot towards the designated area.

Grimmjow was caught off guard but only for a moment. "How did he…?" he started to ask. Then he shook his head and took off after Ben.

Yamamoto had reached his boiling point. "Ben Tennyson," he said in a low but dangerous voice, "Is nothing more than a spoiled brat."

Kyoraku grinned. "We should be grateful that Paradox had Azmuth lock his Ultimatrix or else he probably could've turned into all of us."

Kurotsuchi scoffed. "I could break whatever lock was put on that marvelous little device," he commented.

"The guy's friends with aliens from other planets," Kevin pointed out. "I doubt that you can do it."

Kurotsuchi glared at Kevin. He was about to retort when…

"Um," Orihime said. "Where did Nelliel-san and Harribel-san go?"

Everyone was finally aware that Harribel and Nelliel were no longer among the group.

Gwen sighed. "Don't tell me…" she said.

Yoruichi grinned. "They've got it bad for him."

* * *

Ben felt his body pumping with excitement and adrenaline. He was just testing the waters with his speed right now but he was still feeling freaking awesome to be moving this fast in human form. If he could move this fast all the time… Oh man cleaning his room and doing his chores would be as easy as pie.

Skidding to a halt, Ben took in his surroundings. Yep, he was right where he wanted to fight Grimmjow. Now all he had to do was wait for the Sexta Espada to get here.

"About time,"

Or not.

Ben looked up into the sky to see Grimmjow looking down at him with that feral grin on his face.

"Not bad speed," Grimmjow stated. "But it's pathetic compared to Sonido."

Ben flashed his own grin. "I'm just getting started." He activated the Ultimatrix. "So, want to go all out?"

Grimmjow's face turned maliciously delighted. "Now you're talking!" He pulled out his blade. With his right hand, he held his blade like he was trying to do a fighting sweep with it. Then, he placed his left hand on the blade. As he did so, the blade began to glow.

"Grind!" Grimmjow yelled as he raked his claws across the blade. "Pantera!"

A torrent of spiritual pressure was released from Grimmjow's body. In turn, powerful gusts of wind began spreading all over the place. Ben steadied his weight as the gust of winds threatened to blow him off his feet. This would have been so much easier if he was NRG or Humongousaur. He activated the Ultimatrix and began looking for either one but the wind kicked up some dust in his eyes. Crying out in surprise, Ben accidentally slammed his hand down on the Ultimatrix, not even seeing what he had turned into. When the wind finally died down, the transformed Ben took a look at himself.

"Echo Echo!" he cried out in horror. "Aw. Man. Not. Again!"

"Ha!" Grimmjow's laughter rang. "What do you expect to do with that?"

Echo Echo looked up. Floating in the air above him was Grimmjow in his released state. That cat like appearance Ben had seen him in while he was fighting Ichigo.

"I thought we were going all out," Grimmjow taunted. "I was expecting Way Big."

Echo Echo narrowed his eyes. "You. Want. All. Out?" he asked. "You've. Got. All. Out!" he touched the Ultimatrix dial again and transformed into Ultimate Echo Echo. The blue robot took a fighting stance at Grimmjow. "Ultimate Echo Echo!"

Grimmjow's grin widened. "Much better," He said. With a kick of spiritual pressure, he came roaring down at Ultimate Echo Echo.

Ultimate Echo Echo prepared to defend himself when Grimmjow suddenly vanished. Before the evolved Sonorosain could get his wits together, he felt a powerful fist slam into the side of his head. He went flying into a building nearby. A sizable hole now formed in its wall, courtesy of a certain blue robot.

"Is that the best you can do?" Grimmjow mocked as he flew towards Ultimate Echo Echo. The evolved Sonorosain managed to clear his scrambled brain just in time.

"Not even close," he replied. He raised his hands and unleashed a sonic blast from the disks attached to them. The blast was powerful enough to send Grimmjow flying backwards and crash into another building that was behind him. The Sexta Espada shook his head before smirking at Ultimate Echo Echo.

"Not bad," he complimented. "But how about mine?"

He unleashed a roar that became a powerful shockwave. It was strong enough to knock Ultimate Echo Echo off his feet and crashing through the building. Tossing around in the air for a moment, Ultimate Echo Echo managed to regain his composure and stopped himself in mid air.

"If that's the way you want to play it, Grimmjow," he said. "Then let's play."

Using his powers, Ultimate Echo Echo flew at accelerating speeds while creating a sonic boom in the process. Grimmjow didn't have time to retaliate as his opponent slammed into him and knocked the wind out of him. Ultimate Echo Echo didn't let up as he closed his fists together and bashed them against the side of Grimmjow's head. Furious, Grimmjow swung his left claw to the left side of Ultimate Echo Echo's head. The blow knocked Ultimate Echo Echo off course and off Grimmjow. He went spinning through the air with the Sexta Espada in hot pursuit. Ultimate Echo Echo was still trying to tell up from down when Grimmjow punched him in the stomach and that slammed him down into the ground. With a triumphant smirk on his face, Grimmjow shot down to deliver the final blow.

Ultimate Echo Eco regained himself as he saw Grimmjow flying towards him. He raised his arms and fired sonic blasts from the disks on his hands and the one on his forehead. The triple sonic attack caused Grimmjow to yell in pain and clutch his ears as he was blasted backwards by the sound waves.

Ultimate Echo Echo did not let up from the attack, knowing that he would eventually defeat Grimmjow with this. Not even the powerful Espada could save themselves from the power of sound as long as they could hear. Victory was in the bag!

Or so he thought. Grimmjow pointed his right elbow at Ultimate Echo Echo. If he could make facial expressions, the evolved Sonorosain would have made one of confusion.

Black darts fired from Grimmjow's elbow. Shocked despite not being able to express it, Ultimate Echo Echo concentrated harder on his attack as the darts neared him. If he thought the darts would simply shatter, he was sadly mistaken. The darts exploded. And the combined explosion knocked Ultimate Echo Echo off his feet. He flew through the air and landed roughly on his back.

With a wild roar that sounded like a mad man laughing, Grimmjow shot forward at Ultimate Echo Echo. His were claws out, ready to stab the Sonorosain through.

Giving his body a quick push from his sound powers, Ultimate Echo Echo managed to sidestep Grimmjow just in time. He fired a sonic blast the same time Grimmjow was able to slam one of his clawed feet into him. The two fighters flew back in opposite directions. Grimmjow hit the ground while Ultimate Echo Echo flew upward and crashed into the rooftop of a skyscraper.

"Ugh," Ultimate Echo Echo muttered as he rubbed his head. "I'm really glad this city's a fake."

Down below, Grimmjow laughed. "Not bad," he said. "You're actually giving me a challenge. Ichigo was a wuss when we first fought."

"I'm glad you're pleased," Ultimate Echo Echo's mechanical voice said dryly.

Still grinning, Grimmjow raised his hand and pointed up at the rooftop with his open palm. A blue orb of light was forming in his hand.

"Uh-oh!" Ultimate Echo Echo said. A Cero! He shot into the air just as Grimmjow fired the Cero at him. He was okay but the whole top of the building was desolated. Ultimate Echo Echo let out a whistle as he saw the destroyed building. But then he heard a booming sound. Ultimate Echo Echo turned around just in time to see Grimmjow right in front of him. The Sexta Espada uppercut him, knocking the Sonorosain upward. Grinning, Grimmjow flew up after him.

However, Grimmjow then became aware of two disks floating on either side of him. He looked at them in confusion. Then the two disks unleashed sonic waves at Grimmjow. The Sexta Espada yelled in pain and clutched his ears with his claws. Just then a blue, metallic fist punched his head and sent him spiraling down to the city below. A massive crater formed from his impact.

Ultimate Echo Echo gently landed on the ground again, looking as Grimmjow started getting back up. The two disks were flying back to either side of his head.

"Had enough?" he taunted.

Grimmjow grinned at him. "Not even close," he cut his right hand with his left index claw.

"What are you…?" Ultimate Echo Echo started to ask.

Grimmjow pointed his right palm at Ultimate Echo Echo. A Cero began to form. But Ultimate Echo Echo could see that there was something different about this Cero. It was glowing brighter and jagged lines of energy formed around the orb.

"Gran Rey Cero!" Grimmjow yelled as he fired. The burst of energy was instantaneous as it flew straight towards Ultimate Echo Echo. The Gran Rey Cero was a Cero that only the Espada could use. It was performed by mixing an Espada's own blood to the Cero. As a result, the Cero would possess greater attack power, speed, and a color unique to the Espada performing it.

"Crap!" Ultimate Echo Echo cursed. He instantly performed a counter move. Releasing the multiple sonic disks from his body, he had them surround him from all angles, facing outwards. "Here goes nothing! Sonic Shield!"

The sonic disks unleashed their payload, firing sonic blasts all around Ultimate Echo Echo to create a sort of barrier. The Gran Rey Cero collided with said barrier and the force of the impact pushed Ultimate Echo Echo back. However, he wasn't going to let himself be killed right here. The Gran Rey Cero's energy was splashing against the sonic barrier and he had to find a way to win but he needed to survive the Gran Rey Cero first.

There was just so much spiritual energy hitting him all at once.

Turning up the power of his sonic disks, Ultimate Echo Echo unleashed the barrier in the form of a massive sonic blast right at the Gran Rey Cero. The result was a powerful explosion of light and sound.

* * *

Farther away, everyone's attention was drawn by an explosion of sound that sounded like the powerful roar of colossal thunder. And it was coming from where Ben and Grimmjow were battling. Gwen looked in that direction to see a giant flash of blue light. Her eyes widened as she saw buildings crumbling down.

"A Gran Rey Cero," Starrk noted.

"A what?" Kevin asked.

"A Cero that only Espada can do," Lilynette explained. "They do it by mixing a Cero with their own blood."

"But there is a rule forbidding the Espada from using the Gran Rey Cero within Las Noches," Ulquiorra said. Gwen felt a sense of dread at his words.

"Why?" she asked him.

"Because a Gran Rey Cero could destroy it," he replied.

Gwen's face became one of horror. "Ben!" she cried, running towards the battlefield. Apacci, Mila Rose, and Sung-Sun were instantly at her side to hold her back.

"Let me go!" Gwen yelled, struggling to get out of their grips. But the three girls were easily stronger than she was.

"There's nothing you can do," Apacci told her. "One blast of a Gran Rey Cero and you'd be done for."

"So what?" Gwen snapped. "That's my cousin out there!"

"He challenged Grimmjow to this," Mila Rose reminded her. "He knew the dangers of fighting one of the Espada."

"Ben's reckless lots of times," Gwen argued. "Let me go! You might not care what happens to my cousin…"

Suddenly Gwen found herself jerked over to the side where she came face to face with Sung-Sun and the cold, snake-like look she was giving Gwen caused the young Anodite to shiver. Apparently the snake Arrancar had not taken kindly to Gwen's comment about them not caring about Ben.

"If you would listen to us," Sung-Sun practically hissed out. "We were going to tell you that Harribel-sama had gone after Ben already. Grimmjow is no match for her and she would never let anything bad happen to him. You know that."

Gwen stopped her struggling to look at Sung-Sun. Her eyes widened when she remembered that Harribel and Nelliel had gone to help Ben. She had let her fear and concern for Ben get the better of her.

"And please," Sung-Sun told in a much softer tone now. "Have faith in Ben. He's come this far. How could someone like Grimmjow stop him now?"

Gwen gulped, still wishing to be there for her cousin. But…if Harribel and Nelliel were with him, maybe he'd be okay.

* * *

"Uh," Ultimate Echo Echo groaned. He was lying on top of a heap of rubble. No doubt blasted there when the Gran Rey Cero exploded. He looked around to see his speaker disks all scattered around.

"Don't tell me you're dead!" Grimmjow taunted. He was floating above Ultimate Echo Echo with a smirk. Glaring, Ultimate Echo rose to his feet. As he did, all the disks flew back into their slots on his body.

Unleashing a sonic boom, Ultimate Echo Echo flew up and slammed his fist into Grimmjow's stomach. The wind was knocked out of the Sexta Espada, allowing Ultimate Echo Echo to unleash a blast of sonic energy from his hand. The blast sent Grimmjow soaring higher into the sky. Ultimate Echo Echo followed after him. Regaining his balance, Grimmjow fired his elbow darts again. Ultimate Echo Echo could do nothing as one slammed into him and blew up. The explosion sent him plummeting to the ground.

"Heh," Grimmjow sneered. "Got you. Huh?" Hearing movement behind him, Grimmjow turned around to see one of Ultimate Echo Echo's disks floating in front of him. "Crap!"

The disk blasted him point blank, causing the panther-like to howl as he covered his ears in pain. Angry, he struck the disk with one of his claws, knocking it away.

"Not a bad trick," Grimmjow complimented. "Hope you got more or this is gonna be as boring as crap."

Ultimate Echo Echo got up from the rubble. The disk flew back into the slot on his forehead. "Don't worry," he said. "I do."

Grinning, Grimmjow pointed at the ground and fired another Gran Rey Cero. Ultimate Echo Echo blasted backwards to avoid that attack. While he had dodged the actual attack, the resulting shockwave sent him spinning through the air. He quickly fired two more of his disks at Grimmjow. Smirking, Grimmjow fired two of his elbow darts, which blew up the disks when they collided.

Grimmjow was in his element.

"Ready to die, Ben?" he asked Ultimate Echo Echo.

Ultimate Echo Echo shook his head. His mind drifted to Harribel, Nelliel, their Fraccion, Gantenbaine, Gwen, Kevin, and everyone else. "No thanks," he replied. "I've got a wonderful life to look forward to."

Grimmjow just continued sneering at Ultimate Echo Echo. The tips of his claws began to glow a bluish color. Grimmjow raised his hands and made a downward slashing motion. The lights around his fingertips became gigantic claws of solidified energy.

"Desgarrón!" Grimmjow said. "My strongest attack!" He raised his right arm again and made a slashing motion at Ultimate Echo Echo. The energy claws flew off his hands and straight for the Sonorosain. If his were capable of moving, Ultimate Echo Echo's would have widened.

Using the disks from his legs, he blasted upward just as the Desgarrón came at him. It struck the ground where it stabbed into it. While Ultimate Echo Echo was relieved that they didn't explode like a Cero, he was pretty sure that it wouldn't be safe for them to touch him.

Hearing a snarling, Ultimate Echo Echo looked up to see the second Desgarrón coming right at him! He let out a grunt of pain as one of the claws slammed into him. The tip threatened to pierce his metallic hide. Further away, Grimmjow grinned triumphantly.

Ultimate Echo Echo grunted as he tried to get the claw off him. "I've come…too far…to lose now!"

Focusing, he fired a sonic blast from all fifteen disks on his body and unleashed them on the Desgarrón. The solidified energy began vibrating really fast. Focusing a little more power, Ultimate Echo Echo unleashed sonic waves that shattered the Desgarrón. He looked over at a furious Grimmjow.

Two disks dispatched from Ultimate Echo Echo's legs and flew towards the Sexta Espada. Grimmjow raised his elbow to fire more darts when suddenly the two disks somehow created duplicates of themselves. They created up to twenty four copies of themselves and zoomed in a circle to form a ring around Grimmjow.

"What the…" Grimmjow started to say.

"Sonic," Ultimate Echo Echo said, "Doom!"

The twenty four disks unleashed a combined blast of sound upon Grimmjow. The sound waves synched with each other so it looked like Grimmjow was contained in a ball of sound. But the combined sound was too much for many people and since Grimmjow's ears had become catlike, they had better hearing, which made the Sonic Doom all the more painful for him.

"Aaaaaaaaaaah!" Grimmjow cried in pain. He clutched his ears to try and block out the sound but no such luck. He considered blowing them up but his body was in too much pain for him to retaliate. He let out one more cry of pain before doing the only thing he could do: collapse.

Ultimate Echo Echo withdrew the discs as soon as Grimmjow went limp. The Sexta Espada fell to the ground. Causing the duplicates to return to the regular disks, Ultimate Echo Echo walked over to Grimmjow. The guy was out cold.

"Looks like I win," Ultimate Echo Echo said. In a flash of green light, he turned back to Ben.

"Well done, Ben." Ben turned around to see Nelliel and Harribel walk up to him. He gave them a lopsided grin.

"Alright," he said. "Let's hear it. How long were you two watching?"

"Since the beginning," Nelliel chirped happily. Ben grinned.

"You guys have my back?" he asked.

"Always," Harribel reassured him.

"Uuuh,"

Ben, Harribel, and Nelliel looked over at the fallen Grimmjow. He was starting to stir.

"Oh boy," Ben said. "Something tells me he's not gonna be happy when he wakes up."

"You defeated him far and square," Nelliel pointed out. "That Sonic Doom attack was really cool. Why didn't you use it against Aizen?"

Ben made a face. "Guess it didn't come to me?" he suggested.

Harribel smiled behind her mask. "It doesn't matter now," she said. "Now we merely need to worry about Grimmjow."

"You talking about me?"

The three turned to see Grimmjow starting to get up. Sure he was shaken up and hurt by the Sonic Doom attack, but he was not out.

"You never had any intention of keeping our deal did you?" Ben asked.

"Sure I did," Grimmjow replied back with that sneer of his. "But I don't end a fight until somebody's dead."

Ben sighed. "Like nobody saw that coming." He looked at Grimmjow. "Alright, Grimmjow. I'll make you a new deal."

Grimmjow chuckled. "What's it gonna be this time?" he asked.

"If you promise to leave Ichigo and the others alone," Ben told him. "Then I'll fight you….every weekend. No killing and no stopping until one of us is unconscious."

Grimmjow smirked. "Why should I listen to you?" he challenged.

Harribel unsheathed Tiburon and pointed it at Grimmjow. "Because everything is in Ben's favor," she said. "He has you outnumbered, outmatched, and outsmarted. The only reason you are still standing right now is because of Ben's kindness and nothing more. If you want, I will fight you myself and seal you away in Hueco Mundo forever."

Grimmjow laughed at Harribel's words before grinning at Ben. "Man, getting Harribel wrapped around your finger, Ben?" he asked. "You're just full of surprises."

Grimmjow decided to ponder on Ben's words. Clearly Ulquiorra did not intend to go back to Hueco Mundo, which meant that the whole land was for Grimmjow to rule. Although he was annoyed that he didn't get to fight the other top Espada, he did owe it to Ben for getting rid of the competition. And while they all got weak in the human world, he'd be as strong as ever in Hueco Mundo. In time, he would finally get rid of Ben Tennyson, and prove that not only was he the king of Hueco Mundo, but also the king of everything.

"Alright," he said. "You got a deal."

Ben let out a sigh of relief. "Really?" he asked.

Grimmjow nodded as he reverted back to his sealed state. He walked over to Ben. "But how about I fight you every day?" he asked.

Ben paled. He did not want to promise that. For one, he wanted to enjoy time when he didn't have to fight the powerful Arrancar. Not only that, but he didn't want to even imagine Grimmjow showing up to fight him while he was at school or something like that.

"You should be grateful for what Ben's offering you," Nelliel said sternly.

Grimmjow raised an amused eyebrow at Nelliel. "Oh I get it," he said. "Ben's wants some alone time with his women and doesn't want any interruptions."

Ben wanted so much to pound himself into the pavement right now. What was with everyone today? Did they have to follow Kevin's example of teasing him?

Grimmjow just continued grinning as a Garganta opened up behind him. He walked into it.

"Don't forget," he said as the Garganta started to close. "I'll be back, Ben."

The Garganta closed, leaving Ben, Nelliel, and Harribel alone.

"Whew," Ben said, sitting down on some rubble. "Glad that worked out great."

* * *

Back among the others, Gwen was pacing back and forth nervously.

"Will you calm down?" Kevin asked.

"Calm down?" Gwen repeated. "My cousin could be dead for all we know and you're telling me to calm down?"

"He's not dead," Sung-Sun answered. "I can still sense his reiatsu. Whatever he did, he managed to convince Grimmjow to leave."

Apacci grinned. "After everyone else Ben's beat," she said. "No way would Grimmjow be a match for him."

"Hey, everyone!"

Everyone saw a grinning Ben with Harribel and Nelliel standing next to Ben.

"Ben?" Ichigo asked. "How did you get rid of Grimmjow?"

Ben grinned sheepishly. "Yeah, about that," he said. "I kinda had to promise Grimmjow I'd fight him every weekend."

"You did what?" Gwen demanded. "Ben how could you?"

"You don't know Grimmjow," Ben said in his defense. "It was either that or chain the guy up or something."

"Good luck with that one," Apacci said. "Even then it won't stop him. He'd keep going even if the entire world was on his shoulder. Why didn't you just turn into Alien X to get rid of him?"

"Enough of this," Yamamoto said, having reached his own boiling point. "It's time we took care of everything and returned the real Karakura Town back."

"Not to mention we've got to get home," Gwen pointed out.

"But first we need those Gigai things for Ben's friends," Kevin pointed out.

"Not to worry," Urahara said, waving his fan in front of him. "I can make them in no time. But to do that, we're gonna need to get back to my shop in the real Karakura Town."

"Awesome," Ben said. Then he became hesitant. "Exactly…how do we get there?"

"I can help with that." Everyone jumped to see Paradox standing among them.

"Professor Paradox?" Ben asked.

"What are you doing back here?" Yamamoto asked, his eyes narrowed.

"Now that I found a quick place for Gin to get some rest at for the moment," Paradox explained. "I decided that I should help young Ben and his friends get all set to go home. But first, we're going to need those Gigai for the Arrancar. And, in all modesty," He pulled out his pocket watch. "My way is the fastest way."

"Pity it's not your watch that has time powers," Urahara said in a wistful voice. "That would have been so much fun studying."

Paradox smiled. "I'm afraid that it wasn't meant to be." He looked at Ben, Kevin, Gwen, and the Arrancar. "Is everyone ready?" he asked.

The group nodded. Used to Paradox's powers, Harribel, Nelliel, Ben, Nelliel's Fraccion, Harribel's Fraccion, Gantenbainne, Charlotte, Redder, Kevin, and Gwen gathered around Paradox. Looking at each other before shrugging, Starrk and Lilynette joined the group. Ulquiorra suddenly stood among them.

"You're coming too, Ulquiorra?" Ben asked.

"Ulquiorra has decided to travel the world," Paradox answered. "Deciding to learn more about humans and human nature."

"Perhaps," Ulquiorra said. "We might cross paths again, Ben Tennyson."

Ben grinned. "Sure thing," he said.

Nearby, Orihime smiled. "Ulquiorra-kun," she said to herself.

All that was left was Poww, Vega, Nirgge, and Findor.

"It would be in your best interest if you were to join us," Harribel said to the four.

Vega snarled in anger. He hated this. Their leader was dead and he was forced to obey that…that…woman who had always been a pain in Lord Baraggan's side. What's worse, they were being taken to live in the human world! And live with that infuriating Ben Tennyson of all people!

"Calm yourself, Vega," Findor said. Vega glared at Findor, but the blonde haired Arrancar was unfazed. "Sometimes, one must accept their situation and make the best of it."

Vega balled his hands into fists. How could his comrades just give up like this? Why weren't they trying to avenge Baraggan-sama? Why weren't they trying to kill Ben Tennyson?

"If we were to fight," Poww said solemnly. "We would only succeed in bringing our own demises down upon us. Ben has defeated the majority of us and if he can beat us, then it is likely that at least the Shinigami captains can do the same thing. We will just have to accept our situation and be grateful that Ben Tennyson offered us mercy instead of death. We all know that he could have killed us if he wanted to."

Vega hated this. He absolutely hated this. But he did know that if he tried to fight now, he wasn't going to get any help. And he was smart enough to know that this fight was gonna be a lost cause.

"Fine," he said. The four of them started walking towards the group. But as they did, Nirgge whispered into Vega's ear.

"Keep your friends close," he said. "Keep your enemies closer."

Vega's eyes widened as he watched Nirgge walk up to join the others. At least Nirgge was still on his side. So maybe they couldn't just attack Ben whenever they wanted. But there would be a time, a time where Ben wouldn't be surrounded by all his bodyguards and followers. When that time came, Vega would revel in painting the skies with Ben's blood.

_My time will come, Ben Tennyson._ Vega thought gleefully to himself. _My time will come. _

Urahara and Yoruichi joined the group.

"Well then," Paradox said. "It's time to go."

"Wait!"

The group saw Matsumoto coming up to them.

"I want to come," she said with a pout.

"For what?" Gwen asked, still annoyed with the way Matsumoto acted towards her cousin.

"The girls are gonna need some good outfits," Matsumoto pointed out. "I want to take them shopping."

Hitsugaya face-palmed himself. "Matsumoto," he groaned under his breath.

"Oh it will be wonderful," Matsumoto gushed out. "We'll get you the cutest and sexiest outfits around!" Then she gave them a sly grin. "Trust me. When I'm done, Ben's gonna be drooling all over you."

Ben whined as he looked down at the ground. Why did everyone have to put him on the spot?

"Sure," Nelliel said to Matsumoto.

"Huh?" Ben asked in a voice that sounded like he swallowed helium. Nelliel looked at him for a moment before she realized how her answer came out. Her cheeks turned a nice red.

"I meant that," she said sheepishly. "We need to know what to wear in the human world. If Matsumoto can help us, then it would make things easier."

"Right," Kevin said with a nod. "And the whole Ben drooling over you thing is a nice bonus."

"Kevin!" Gwen exclaimed.

Nelliel felt her face heat up.

"Well what are waiting for?" Matsumoto beamed. She bounced into the group. "Ready when you are, Paradox!"

Paradox chuckled. "Well, if that's everybody, here we go!"

Ben's vision became nothing but blue light for a moment before he found himself inside some kind of room. It looked like they were in a shop. Various items and knickknacks with Japanese writing on them filled the place.

"Where are we?" Ben asked.

"My shop," Urahara said proudly.

"Wow," Kevin said as he looked around. "What a dump."

"Dump!" a voice cried out. "Dump! How dare you call our shop a dump!"

Kevin turned around to see a large, muscular man with lightly tanned skin looking at him. He hair was corn rowed and he had a large handlebar mustache, which was connected to his long sideburns. He wore a pair of rectangular-shaped glasses. His attire consisted of a white muscle shirt with regular pants and a blue apron.

"Greetings, Tessai," Paradox said pleasantly. "I trust you're well."

Tessai looked over at Paradox, then his voice became one of pleasantry. "Paradox-san," he said. "Welcome back to our humble shop. What can I do for you?"

"It's happened, Tessai," Urahara said with a grin. "Ben won."

The man known as Tessai looked at Urahara before looking at Yoruichi and then Paradox. Both nodded at him. He looked over and saw the Arrancar standing in the shop as well. If he was shocked or surprised to see them, he didn't show it. Instead he looked at Paradox.

"So he did it," Tessai said.

Paradox nodded at him. "He did, indeed. These Arrancar have decided that they will live in the human world alongside Ben and the others. But to do that, they are going to need some Gigai."

"And afterwards," Matsumoto said with a look of pure joy. "Us girls are going shopping."

"We'll just stay here," Kevin said. Ben nodded in agreement.

"Trying to get out of carrying bags?" Gwen asked in amusement.

"Uh…" both boys said at the same time, trying to think of a good excuse.

Matsumoto giggled. "Typical male behavior."

"Well, Tessai," Urahara said. "We better get to work, we got a lot of Gigai to make."

Tessai nodded.

"So what?" Kevin asked. "We're just gonna wait right here?"

Urahara grinned. "~That's right~" he sang.

"How long will it take?" Ulquiorra asked.

"Not long, actually," Urahara admitted. "Just please be patient."

"Oh don't worry," Matsumoto said. "I'm certain they can find a way to keep themselves busy." She smiled coyly at Ben as she said that. Ben felt her eyes on him and gulped.

* * *

And so the gang waited. Poww, Vega, Findor, and Nirgge felt awkward as they just stood there waiting.

"Hey, Ben," Nelliel said.

"Yeah?" Ben asked.

"Can we play a game?" she asked.

Ben felt his face heat up at that. If Nelliel had still been in her child form, he would understand. Now…now that Nelliel was an adult, he felt a little nervous.

"I miss our games of Eternal Tag back when I was a child," she explained.

Ben let out a sigh of relief.

"What were you thinking, Tennyson?" Kevin asked with a sly grin on his face. "Spin the bottle? Seven minutes in Heaven?"

Ben felt his face heat up again. Gwen frowned at Kevin. With that sly grin on his face, Kevin moved closer to Gwen.

"Of course," he whispered to her ear. "If you want to play…"

Gwen felt her own face burn up as she turned her back on him. Kevin chuckled quietly to himself.

"Spin the bottle?" Apacci asked in confusion. "What's that?"

"Ah," Kevin said with a smile. "You see it's a…"

"It's nothing," Ben said quickly. "Just something Kevin made up."

Kevin shrugged. "Kissing games like Spin the Bottle isn't really my thing," he said. "But I wouldn't wind getting credit for creating Seven Minutes in Heaven."

"How do you play that?" Mila Rose asked.

Kevin's grin became devious. "You see," he began. "You…"

"I'm gonna look around the store and see if there's anything I might buy!" Ben said suddenly, startling everyone minus Paradox and the composed Ulquiorra.

"How?" Kevin asked, knowing that he caught Ben. "This is a Japanese store and you don't even have any money."

Ben twitched. "Well…"

"So," Sung-Sun said. "How do you play this Seven Minutes in Heaven?"

"Easy," Kevin said before anyone could interrupt him. "You grab somebody you like and you go into a closest. Then you make out with them for seven minutes straight. Hence why it's called Seven Minutes in _Heaven._"

_According to who? _Ben thought to himself. His body began trembling and sweat started to appear on his forehead. He did not want to turn around. He did not want to turn around. He did not want to turn around.

Pesche and Donodchakka looked at each other, sharing a silent but knowing look. They could use this Seven Minutes in Heaven game to their advantage. They could find a way to lock Ben into a closet with Nelliel-sama. Then Nelliel would truly show Ben how much he meant to her and Ben would be touched by Nelliel's love for him and finally return it, the two of them celebrating their feelings with a passionate kiss.

Apacci, Mila Rose, and Sung-Sun were thinking along the same lines. If they could get Ben and Harribel-sama to play this game, it could possibly show Ben what a wonderful person Harribel-sama was. And then they would share a mutual, loving kiss. But as they thought that, their own minds started to drift elsewhere. Each one had a brief flash of them being in Ben's arms with their lips locked in a soft yet passionate kiss. Immediately they shook their heads to clear out those thoughts. This was going to be Harribel-sama's happiness. They couldn't forget that.

Nelliel felt her own face heat up when Kevin explained Seven Minutes in Heaven. She would never force Ben to play anything that made him uncomfortable but… What would it be like for her and Ben to share a mutual kiss? Her mind drifted to a fantasy where she and Ben were in each other's arms and kissing each other softly but passionately. Her arms were around Ben's neck. One of his arms was gently stroking her back while running his other hand's fingers through her hair. The real Nelliel let out a sigh. That would be wonderful and romantic for Ben to really hold her and kiss her like that. But Ben was so innocent and caring. He would probably be afraid of messing up. Nelliel shook her head.

_Ben would never mess up,_ she thought._ All our moments together are special._

Harribel did not know what to think of this game called Seven Minutes in Heaven. Had she heard of this game back as an Espada, she would have merely sat to the side and let anyone else engage in it. But, here she blushed, since she had someone who she loved, she didn't really mind it. What would it be like? For her not only to be kissing Ben, but for him to be kissing her back? Much to her shock, she imagined a fantasy where she and Ben were kissing. Her hands were running through his hair while his were gently rubbing her back. Ben was kissing her softly and holding her tenderly. No doubt fearful that he would not live up to her expectations of him, completely unaware of that he was beyond her expectations of any human, Hollow, or Shinigami,.

_They say Hollows have no hearts_. Harribel thought. _I have one again. Ben gave it to me._

"Okay everyone!"

Matsumoto burst into the room. She had a happy smile on her face.

"Everyone in need of a Gigai, come with me and we'll get them set up! Afterwards, we're going shopping!"

"I'm coming too!" Gwen said sternly.

Matsumoto pouted.

"I don't trust you," Gwen said firmly. "For all we know, you're gonna buy them something that's gonna give Ben a heart attack."

"Ben's probably not complaining," Kevin teased.

Ben glared. "I'm not like that!" he said.

"That's right!" Apacci said, coming to Ben's defense. "Ben's not some pervert."

"He's a proud fighter," Mila Rose said.

"He's a gentleman," Sung-Sun agreed.

Nelliel got up. "He's the most wonderful person I've ever met," she said proudly and without hesitation.

Pesche and Dondochakka nodded in approval at Nelliel's words. Maybe that would show Ben how much he mattered to Nelliel and appreciate her for all she had done for him.

Apacci, Mila Rose and Sung-Sun gave Nelliel an irritated glance that she was unaware of.

_Ben belongs with Harribel-sama. Not you!_ each thought.

One by one, the Arrancar cleared out of the room to receive their Gigai as Urahara walked back in.

"Matsumoto doesn't want you to see their clothes until they buy some new ones," he said. "Sorry for making you wait."

"It's no problem," Gwen said politely. Kevin snorted, causing her to frown at him.

"Perhaps you should show them your room," Paradox suggested. Urahara nodded.

"Room?" Ben asked. "What room?"

"I have something that could help you pass the time," Urahara said with a grin. "Follow me." He went further into the shop.

Sharing a confused glance with each other, the three followed Urahara further in. Here, they saw that the store resembled an old fashioned styled home.

"You live here?" Kevin asked.

"I am but a humble shop owner," Urahara said, fanning himself. "One such as me cannot afford the luxuries of the wealthy."

Kevin snorted. "Yeah right."

"Anyway, here we are,"

Urahara showed them to a latch in the ground. He opened it to reveal a hole with a ladder attached. Ben looked down the hole but could only see blackness.

"What's down there?" he asked.

Urahara grinned. "Wanna see?"

Kevin's eyes hardened. "How do we know this isn't some kind of trick?"

"Don't you think Paradox would have known if it was a trick or not?" Gwen pointed out.

"Yeah well…" Kevin said as he tried to think of a good excuse but couldn't.

"I assure you that it's one hundred percent safe," Paradox told him. "Provided that you watch that first step."

Kevin groaned. "That makes me feel so much better," he said sarcastically.

"Well," Ben said. "Only one way to find out, but I'm taking the faster way." He activated the Ultimatrix dial and switched it to Big Chill. Slamming the dial down, he became the Necrofriggian.

"Going down?" Big Chill asked as he became intangible and went through the floor.

Urahara scratched his chin. "Very impressive," he said.

What Big Chill saw down there left him speechless. He found himself in what appeared to be some kind of desert area, with sand and rocks everywhere. There was even a sunny sky too.

"What in the…?" Big Chill asked himself. "What's going on?"

"It's a special training ground designed by Urahara to look like an actual area. He wanted to make it very realistic and he always did have a sense for theatrics."

Big Chill looked down to see Paradox already among the rocks. Big Chill became tangible again.

"Amazing," he said. "How long did it take him to make this?"

"A single day and night," Paradox said as if one was talking about the weather.

"What?" Big Chill asked.

"Never underestimate Urahara or Soul Society technology, Ben," Paradox said pleasantly.

"Oh wow,"

Big Chill turned to see Urahara, Kevin, and Gwen climbing down the ladder. Both were staring at the sight in wonder.

"It's beautiful," Gwen said.

"Why thank you, Gwen-chan," Urahara beamed. "It's always nice to hear a young lady compliment my work."

Kevin growled in annoyance.

"But you're coming with me, Gwen-chan," Urahara said. "You wanted to help choose the girls' clothing right? We'll just leave Kevin and Ben to play down here."

"And do what?" Kevin asked once they got to the bottom. "There's nothing to doout here."

"Hide and seek?" Urahara suggested. "Tag? I'm pretty sure you can do something out here."

Just then Yoruichi appeared, a playful grin on her face.

"Did someone say tag?" She asked.

"Kevin and Ben need something to keep them occupied until the girls come back," Urahara told her.

Yoruichi's playful grin widened. "Oh I'm sure I can think of something."

Ben paled and silently prayed that she hadn't overheard Kevin's idea of Seven Minutes in Heaven.

"We'll play a game of tag," Yoruichi said happily.

"Tag?" Kevin asked. "Seriously?"

Ben let out a sigh of relief. Yoruichi noticed.

"What's the matter, Ben?" she asked sly. "Did you have another game in mind?"

Panicking, Ben shook his head. "Nope," he said. "Tag is fine. Tag is awesome! Tag is my favorite game in the whole world!"

Kevin struggled not to laugh. He had a feeling that he'd be doing that for quite some time now.

"Alright then," Yoruichi said. "You two boys can be it and have to tag me."

Kevin groaned. "I can't believe we're doing this. Tag's for kids. Besides, if we're both it, then we'd tag you out easily."

Yoruichi raised an eyebrow. "Oh?" she asked. "Not in my version of tag."

Suddenly she disappeared. Kevin's eyes widened.

"Where'd she go?" he asked.

"Yoo-hoo! Over here!"

Kevin and Ben turned around to see Yoruichi waving at them from far away.

"H…how did she get over there so fast?"

Yoruichi disappeared and then reappeared right behind Kevin.

"It's called Shunpo," she said, causing Kevin to jump. "It's the Shinigami equivalent to an Arrancar's Sonido."

"Great," Kevin groaned while rolling his eyes. "More speedy people. You'd better handle this one, Tennyson."

Ben cringed. "Me? Why me?"

"You're the guy who can turn into over a million different aliens," Kevin pointed out.

"A game of tag with just me and Ben?" Yoruichi asked. "I like it."

Ben made a face. Suddenly Yoruichi was behind him, her mouth right at his ear.

"Come on, Ben," she whispered. "Tag me."

Ben jumped in the air, causing Yoruichi, Kevin, and Paradox to laugh while Urahara and Gwen climbed back up with Gwen glaring at Yoruichi all the while.

"Don't worry, Gwen-chan," Urahara said. "Yoruichi doesn't mean any harm. That's just her way of playing."

Gwen said nothing as she climbed back up.

"Alright," Ben said, deciding to take the initiative. "If it's speed you want, it's speed you'll get."

He activated the Ultimatrix, scrolled through his aliens, and slammed the dial down.

"XLR8!" he cried after transforming.

Yoruichi's grin turned cat-like. "Not bad," she said. "But can you keep up?"

"Just watch me," XLR8 said.

He became a blue blur that shot towards Yoruichi like a bullet. The purple haired beauty just stood there with her arms folded and that grin on her face. Just as XLR8 came within range of her, she vanished.

"What?" XLR8 exclaimed, his surprise causing him to stumble. He found himself somersaulting like a ball before crashing into one of the rock formations.

Kevin was one his knees laughing. "Man, Tennyson. She's even faster than XRL8."

Groaning, XLR8 picked himself up and shook his head to reassemble his thoughts. Hearing a light laughter nearby, XLR8 turned his head to see Yoruichi standing on top of the rock, grinning down at him.

"Not bad," she said. "But I've seen faster."

Behind his visor, XRL8 narrowed his eyes. "You ain't seen nothing yet."

* * *

Well, Kevin found a way to pass the time as he and Paradox watched the game of tag. Yoruichi had XLR8 zigzagging all over the place trying to catch her. And she would always torment him by pretending that he was about to tag her, only to dodge at the last minute and leave XRL8 frustrated in the dust. And Kevin enjoyed every moment of it.

"Come on, Ben!" Yoruichi called over to XRL8. "You can do it!"

XRL8 was really ticked off now. Well, XLR8 was no good here. Maybe what he needed was a new approach, so he touched the Ultimatrix. He slammed the Ultimatrix dial.

"Jet Ray!" he cried, taking to the skies.

Yoruichi raised an eyebrow in interest.

Focusing all his speed, Jet Ray flew straight at Yoruichi. Seeing Jet Ray zoom down at her, Yoruichi grinned. She used Shunpo to dodge him again.

"Sorry, Ben," she said. "But there's not a single form in your Ultimatrix that's as fast as me."

Jet Ray gritted his teeth. Then an idea came to him. He slammed his hand on the Ultimatrix again.

"Armodrillo!" he called out as he plummeted to the ground. But as he fell to the ground, he adjusted his body so that his arms would touch the ground first. As he got reached the ground, he disappeared into it.

Yoruichi's eyes widened in surprise. Where had Ben gone? She felt the ground stir around her and leaped into the air just as Armodrillo erupted from where she had just stood.

"Darn it," Armodrillo said, pounding the ground in frustration.

Yoruichi's eyes flashed in excitement. This Armodrillo form might make things interesting.

"Okay, Ben," she playfully taunted. "Catch me if you can."

She began using her powers to move all over the place. One minute, she was in one place and then somewhere else the next. Her constant moving made it hard for even Armodrillo's tunneling to catch up with.

"I guess it's time to shake things up." Armodrillo said. He put his hands on the ground and unleashed seismic tremors from his arms. The whole area began trembling.

"Hey watch it, Tennyson," Kevin said. "We're underneath a building, remember? You want to bring it down on us?"

Armodrillo stopped his earthquake. "Sorry," he said.

"Don't be, Ben,"Armodrillo turned to see Yoruichi standing nearby with a smile. "Using a form like Armodrillo was really resourceful. If we weren't underground, it would have been a big help."

"Really?" Armodrillo asked.

Then Yoruichi smirked. "But even then, you still couldn't catch me."

Armodrillo narrowed his eyes. "Want to bet?"

Yoruichi smiled sweetly. She was about to reply when…

"We're back!" a voice called. Armodrillo, Kevin, Yoruichi, and Paradox looked up to where the voice had come from.

"~Ben~!" Matsumoto called in sing-song voice. "~Come up here!~"

Gulping, Armodrillo touched the Ultimatrix and turned back to normal. Taking a deep breath he walked over to the ladder.

"Go on, Tennyson," Kevin said with a grin. "Can't keep the girls waiting."

Giving Kevin a hardened look, Ben began climbing up the ladder. Soon, he reached the latch door and climbed out.

"Hello, Ben."

Ben turned around and saw that all the guys were in their Gigai. None of them had their mask fragments on and were each wearing business suits, except for Starrk. His outfit resembled the one he wore in his released state, only his brown leather jacket did not have fur on it and he did not have holsters or bandoleers. Standing next to him was Lilynette, who was wearing a simply white shirt and jeans. She wasn't wearing her helmet and had two perfect purple eyes. Unlike the others, Ulquiorra was also wearing a long trench coat. His face wasn't as pale and the lines on his face were missing. Overall, everyone looked the same, but without all the mask fragments of course.

"How did you…?" he started to ask.

"Gigai don't need their mask fragments," Urahara explained. "We modified the Gigai so they would look exactly like normal humans."

"These Gigai are amazing," Charlotte said, looking at himself in his suit.

Personally Ben was grateful that Charlotte hadn't tried wearing a dress.

Vega on the other hand looked as if his life had reached an all time low.

Gantenbainne grinned. "Hey, Ben," he said. "The girls are waiting for you in the next room." He pointed to the main room store room. "Pesche and Dondochakka are still getting ready."

Ben gulped when Gantenbainne said that. He and Kevin started walking there when Gantenbainne shook his head.

"Ben only," he said.

Kevin smirked. "Of course," he said as he patted Ben on the shoulder. "Go get 'em, Tennyson."

Whining to himself, Ben walked back to the store room.

"Hi, Ben!" Matsumoto chirped. "Well, how do they look?"

Looking up, Ben got to see how the girls looked.

Nelliel looked the same but without her mask fragment, scar or the red line on her face. Her clothes consisted of a black, v-cut top under a black long-sleeve shirt and black high shorts with a red belt.

Apacci, lacking her horn, wore a black vest over a white top with an orange scarf around her neck, blue jeans, and shin-high boots.

Mila Rose wore a white halter top that was stretched by her cleavage, a red jacket, jean skirt, and shin-high boots.

Sung-Sun wore a pearl, scale-like, once piece, dress that showed off her legs. In her hair was a clip that resembled her mask fragment.

Harribel wore a black high-cut sweater that exposed her midriff and showed off the curvature of her breasts, with a white vest over. She also wore a white jean skirt and black forearm sleeves.

(A friend of mine showed me these pictures off of Deviant Art and they looked really good Credit belongs to the various artists of Deviant Art that made these designs. They really suited the girls.)

Ben felt his eyes widened and his cheeks heat up.

"How…" Nelliel said, a little hesitant. "How do we look Ben?"

Ben gulped one more time.

"You…" he tried and failed to say. "You look…"

Here the girls start to feel their spirits drop. But then Ben spoke again.

"You look beautiful," he said, blushing. "All of you do."

The girls all stared at Ben in shock, a blush on each of their faces. Beautiful? Ben thought they were beautiful? Apacci, Mila Rose, and Sung-Sun looked at each other. No one had ever called them beautiful before. Sure some Arrancar would look at them lustfully, but never once had they been called beautiful.

Harribel had only been called beautiful once and that was in a mocking tone by Aizen. Other than him no one had ever called her such a thing. She hadn't minded back in the old days but to hear Ben say that made her feel happy.

"Ben!" Nelliel cried as she hugged him. "You really think so? You really think we're beautiful?"

"Will you let go of him?" Apacci asked in annoyance. "You're gonna break his back doing that!"

Nelliel gasped as she loosened her hug on Ben. "Sorry," she muttered.

"It's okay," Ben said, trying to straighten out his back.

"Ben?"

Ben saw Apacci, Mila Rose, and Sung-Sun looking at him, each one with a blush on their face.

"You mean it?" Sung-Sun asked.

Nervously, Ben nodded his head.

Each girl smiled as their blushes deepened. "Thanks, Ben," they said quietly.

Harribel did not say anything, for no words needed to be spoken between her and Ben. However, she did feel a bit of hope. Maybe now that Ben show how beautiful she was, he would start to notice her.

"So," Ben said, scratching the back of his head. "Gantenbainne said Pesche and Dondochakka are still getting ready?"

"We're right here, Ben,"

Ben turned around to see two guys he had never seen before. One was skinny with blondish hair and a friendly looking face. The other was squat, had a square jaw and a rather strong build. Like the other guys, they were wearing suits. The blonde haired one was wearing a shiny black suit while the other one was wearing a white suit. Ben's jaw dropped.

"Pesche?" he asked. "Dondochakka?"

Pesche, the skinny blonde haired one, nodded as he scratched the back of his head. "Yep," he said. "This is how we really look."

"We looked weird and acted dopy only so that people wouldn't recognize who we were back when Nelliel-sama was a child," Dondochakka explained, "Including herself."

"But now there's no need to anymore," Pesche said. He and Dondochakka got down on their knees. "And it's all thanks to you, Ben-sama,"

Ben felt his face flush at being given the honorific. "There's no need to call me that," he said.

"You have more than earned that title, Ben-sama," Pesche said respectively. Dondochakka nodded his agreement.

Ben rolled his eyes in annoyance. This caused Nelliel to giggle and Harribel's Fraccion to chuckle with each other.

"Alright," Paradox said as he walked into the room. Gwen, Kevin, and the other guys came in too. "Is everyone ready to get home?"

"I think so," Ben said. Then he frowned. "But where's everybody gonna stay?"

"I've already taken care of that," Paradox said. "The men will be living in Los Soledad. I believe they would prefer living there where very few humans live."

Ulquiorra nodded. "I understand, Paradox."

"Uh," Ben spoke. He wasn't really comfortable with some of his former enemies living in an abandoned military base.

"Of course," Paradox continued. "You'll need to give them the grand tour."

Ben's green eyes widened in comprehension before nodded in understanding. Paradox was allowing Ben to help get the Arrancar settled.

"Um," Nelliel said, causing everyone's attention to be on her. She looked at the ground nervously. "Could…could…could I stay with you, Ben?"

Ben became rigid. He could just imagine how his parents would react if they found a lovely woman wanting to live with him.

"We'll worry about that later," Ben said, hoping she would be satisfied with that answer for now. "Right now, let's get home."

Nelliel pouted, a little sad at Ben avoiding the question. But she had to remember that it was probably still a lot to take in. Not to mention he was probably home sick.

"Okay, Paradox," Ben said. "Let's go."

Paradox smiled as he pulled out his watch. The others immediately gathered around the time walker.

"Take care, Ben," Urahara said.

"I'll make sure Soul Society rewards you!" Matsumoto promised.

"And make sure that they lay off Tosen, okay?" Ben asked her.

Matsumoto gave him a thumbs up. "Will do!" She said.

"If you ever need anything," Yoruichi said. "We'll be there for you."

"Say good-bye to the others for me," Ben said. "Come by and visit sometime, okay?"

Matsumoto gave him a playful grin. "Oh, you know I will." She teased.

Paradox chuckled at Ben's flushed face. "Everyone set?" he asked. "Then here we go!"

The group was once again enveloped in a blue light that shined throughout the store. When it passed, the group was gone.

Urahara nodded. "That Ben really is something."

"Isn't he?" Matsumoto agreed. "He's gonna have a very interesting love life."

Yoruichi nodded. As she turned around, she saw something.

"Kisuke," she said. "There's a letter on the ground."

Raising an eyebrow, Urahara turned around to see an envelope lying on the ground nearby. Curious, he picked it up and opened it. He pulled out a piece of paper and read it. As he did, his eyes widened in surprise.

"What is it?" Yoruichi asked.

Urahara grinned at her. "Paradox just left a few suggestions on what to do with the Hogyoku."

* * *

When he got his vision back, Ben was greeted to welcoming sight. His street. His house. He was back home.

"I'm back," he said in a very quiet voice. "I'm back."

Gwen touched his shoulder and smiled at him. "Yes you are, Ben."

"This is where you live?" Lilynette asked. "Not what I expected."

"Knock it off, Lilynette," Starrk sighed.

"I was just saying," Lilynette pointed out.

Vega, Findor, Poww, and Nirgge looked around. Findor, Poww, and Nirgge were neutral while Vega had a look of pure distaste.

"Well, Ben," Paradox said. "I better get back to Gin before he wanders off and gets into trouble. Good luck to you."

"Goodbye, Professor Paradox," Ben said. "And thanks for everything."

Smiling, Paradox vanished in a flash of blue light.

Smiling himself, Ben looked over at his house. He took a deep breath. "Well," he said, "Might as well get this over with."

* * *

Sandra Tennyson sighed as she washed the dishes after a quiet dinner with her husband. As always, she was just going through the motions. Over a month ago, their son Ben had just vanished. Their niece Gwen had tried to find him but even after a month Gwen had not gotten any clues towards Ben's whereabouts.

Her husband Carl, was also worried, and one time she'd found him drunk and crying as he sat in Ben's room, alone. He missed Ben too. Sandra had even set up three places for each meal out of habit, only to realize that Ben wouldn't be joining them. She just couldn't believe their baby wasn't coming back.

When they had found out about Ben's secret activities, they had been furious about him lying to them and keeping secrets and as a result had grounded him. However, they were actually worried about his safety since, hero or not, he was still their son.

Neighbors and friends offered condolences over Ben's disappearance. They were not like the people who distrusted Ben for his powers. They had watched Ben grow up and knew that, while a bit mischievous, he was a good kid at heart. He had good parents for role models and no way was he some kind of monster like that horrible reporter kept saying. Sandra and Carl, after their son disappeared, even led a protest against Will Harangue for his slander against their son which seemed to increase, especially when he said the world was better off without Ben Tennyson. Carl even punched the guy in the face for that comment and had to be hauled away by security.

But none of that could bring Ben back. Sandra would do anything just to have her son back again.

Then the doorbell rang. Sandra put down the dish she was cleaning and went to see who it was. It was probably some more sympathetic fan of Ben's who wanted to offer some emotional support.

She opened the door and she stood, stunned and speechless, as she stared, gawking and mouth gaping, at who stood before her.

"Honey, who is it?" Carl asked as he came down from upstairs. He stopped cold in his tracks as he saw who it was.

Standing there in front of the doorway, with a look on his face, was none other than Ben.

"Hi, Mom. Hi, Dad. I'm back," said Ben in a quiet and nervous voice.

"BEN!" Ben's parents immediately engulfed him in a hug. Sandra was crying tears of joy. Her baby was back!

Watching from a safe distance were the others. Nelliel couldn't help but cry as she watched the heart-warming scene.

"Ben!" Sandra said as she cried. "You're back! I thought…I thought I would never see you again."

"Are you hurt?" Carl asked, looking Ben over. "Did anything happen?"

Looking at the ground, Ben nodded. "A lot did happen," he said.

"Where were you?" Sandra asked, the tears running down her eyes as she hugged her boy tightly.

"Hueco Mundo," Ben replied.

"What?" both parents asked Ben in confusion. It was then that they were aware of all the people standing out in their walkway with Kevin and Gwen among them. The two now completely confused parents looked at Ben.

"B…Ben," Sandra said. "Who are all these people?"

Ben sighed. Now came the hard part.

"Mom," he said, "Dad. You might want to sit down for this."

* * *

Meanwhile…

"No!"

Deep within the realm of Hueco Mundo, the Arrrancar known as Loly let out a yell of anguish.

"You're lying!" she yelled at the one who had told her the worst news in her life. "You're lying!"

Grimmjow shrugged. "Whatever," he said. "Doesn't matter to me if you believe it or not."

Grimmjow had returned from the world of the living, claiming that Aizen was dead and Ben Tennyson had killed him. News would spread through Hueco Mundo like wildfire. Unconcerned, Grimmjow walked away from Loly, ready to enjoy his new kingdom.

Loly trembled with rage. That boy…that boy had taken away the most important person in her life and she was going to make him suffer for it.

"You will pay, Ben Tennyson," she said in a voice that was edged with madness. "You will pay!"

* * *

**In an unknown area:**

"Do you have the report?"

"I do."

"Well what is it?"

"The Spirit King has been informed of the boy known as Ben Tennyson and how he defeated the traitor, Sosuke Aizen."

"And?"

"The Spirit King has decreed that the boy's Ultimatrix is a threat to everyone. The boy himself is not a threat but the device cannot be allowed to continue existing. For the sake of Soul Society, the Ultimatrix must be destroyed!"

**End of Chapter.**


	17. Bonus Chapter Meet the Parents

**Disclaimer: Ben 10 and Bleach do not belong to me**

Sorry for the long wait. Got distracted. The previous chapter was the last normal chapter of this story. I call these next few bonus chapters because the storyline is pretty much over until the sequel. The bonus chapters just feature more slice of life content than the action of the previous chapters. I think there will be two or three bonus chapters, including this one. And don't worry for those of you who miss the action. There will be plenty of that in the sequel. As for the my Ben10/One Piece crossover, it looks like the story's going to begin in the Baroque Works saga. I will now be putting up a poll to decide which arc in the saga to begin the story. But again, I apologize for the long wait.

Bonus Chapter: Meeting the Parents and Living Arrangements

Carl and Sandra Tennyson were sitting on the couch in their living room, trying to make sure that what they were seeing wasn't a dream. Their son Ben, who had disappeared and gone missing for over a month, had just come back out of nowhere. Both had been so happy to see their boy again. However, now…now their house contained a group of people they had never met before.

Carl was eyeing the men with suspicion. Ever since he got caught up in all this alien business, he had learnt never to judge by appearance. Even though all the men in his house had proper clothing on, he didn't just hand out his trust to them. For now, all those men were guilty until proven innocent. Especially that short one with the long black hair that he almost thought was a girl if it hadn't been for the suit. There was something off about him, even more so than the others.

Sandra on the other hand was eyeing the girls with suspicion. Not so much the little blonde haired girl, but the five other women. Three of them looked to be around Ben's age but then there were the two women next to them. Was that one girl's green hair her real hair? Of course, normal people didn't have green hair but for some reason her hair just didn't appear to be dyed. But hair color wasn't her real concern. She was more concerned with what these girls relationship might be with Ben. She remembered the first day Ben had brought Julie home to meet her and Carl. They had been very fond of Julie and were saddened when Ben had broken up with her. And well…with Ben being gone for a month…she was a little worried about these five girls. She fidgeted in her seat. What might have happened to Ben during an entire month by himself with five beautiful girls? Well, she was more worried about the three girls that looked the same age as Ben. She shouldn't worry about the two older women, right?

"Mom," Ben said, trying to lighten the mood. "Dad, I'd like you to meet Nelliel Tu Odelschwanck, Tia Harribel, Apacci, Mila Rose, Sung-Sun, Pesche, Dondochakka, Coyote Starrk, Lilynette Gingerback, Ulquiorra Cifer, Gantenbainne Mosqueda, Charlotte Cuulhourne, Avirama Redder, Ggio Vega, Nirgge Parduoc, Findor Carias, and Choe Neng Poww." He looked at his friends. "Guys, I'd like you to meet my parents; Carl and Sandra Tennyson."

"Hello!" Nelliel said with a sweet smile on her face.

Harribel bowed her head. "Greetings."

Apacci, Mila Rose, and Sung-Sun bowed their heads politely.

"Hi!" Pesche and Dondochakka both cheered. "Nice to meet you."

"Hey," Starrk said lazily. Then he got a kick in the butt from Lilynette.

"What kind of hello was that?" Lilynette demanded. She then gave a peace sign with her fingers at Sandra and Carl. "Hey, how's it going?"

"Greetings, Carl and Sandra Tennyson," Ulquiorra said, bowing his head like Harribel had done. Gantenbainne followed suit. Charlotte, however, had a much more enthusiastic approach.

"Mr. and Mrs. Tennyson!" he cried dramatically. "It is an honor to meet the parents of a beautiful soul like Ben's!"

Carl and Sandra stared dumbfounded as Charlotte moved aside to let Redder greet them.

"You should be proud of your son," he said. "He's a pretty cool guy."

Vega on the other hand gave out a stiff, "Hello," that caused Ben to frown at him but the tiger Arrancar didn't notice and it was likely he didn't care even if he did. Nirgge went first and simply said, "Hello," as well. By now, Nelliel and Harribel were looking at the two. Findor and Poww went next.

"Mr. and Mrs. Tennyson," Findor said. "We would not be here today if it was not for your son's mercy and kindness. We are honored to meet his parents." Poww gave a deep bow of agreement.

Kevin chuckled. "Now that that's out of the way, it looks like Ben's got some explaining to do."

Too stupefied to speak, Carl and Sandra only nodded their heads. Ben scratched the back of his head as he sat down in a nearby chair.

"You see," he said. "A friend of mine, Professor Paradox, took me to this place called Hueco Mundo. It's this different dimension where these spirits called Hollows and Arrancar live. There was this guy over there called Aizen who was making the Arrancar and Hollows fight against these people called Shinigami. So Paradox brought me to Hueco Mundo to stop Aizen. I wound up beating him and these guys needed a place to stay. So, I decided to let them live in Bellwood with me."

"Uh-huh," Carl and Sanda said, not able to really able to say anything else.

"These guys," he pointed to his Arrancar friends, "Are Arrancar. Harribel, Ulquiorra, and Starr are some of the Espada, Aizen's most powerful Arrancar, before they helped me stop him. Starrk was number 1, Harribel was number 3, and Ulquiorra was number 4."

"I used to be a member," Nelliel said. Her face saddened. "But that was a long time ago."

Pesche and Dondochakka were at her side and patting her shoulders comfortingly.

"I'm a Privaron Espada," Gantenbainne said. "I used to be an Espada before I was replaced by more powerful Arrancar like Harribel and the others."

"We are Harribel-sama's Fraccion," Sung-Sun said. "Fraccion are weaker Arrancar who serve under an Espada. Aizen allowed Ben to choose an Espada to serve under and Ben chose Harribel-sama."

Harribel went next, "Aizen wanted to take advantage of Ben's Ultimatrix against the Shinigami but did not tell him about the war. He merely promised Ben a way home if Ben helped him."

"Hold on," Carl interrupted. "You said this Paradox guy brought you to end the war, right?" he asked his son. "Then how did you not know about it?"

"Because Paradox pretty much dumped him there without even a letter," Kevin stated. Gwen glared at him. "What? It's true. He dropped Ben off in the middle of nowhere and left the guy to fend for himself."

"What?" Sandra shrieked. "Some…some person just abandoned my boy in a place he's never been before and left him to defend himself?"

Carl was fuming. "If I ever get my hands on this Paradox…" he started.

"Take a number," Kevin said. "Something tells me there's a list several light years long." Yamamoto was likely on that list.

"Mr. and Mrs. Tennyson," Harribel spoke, causing the parents to look at her, "Ben was not a prisoner and was very well taken cared off. However, I cannot deny that Ben had made several enemies in Hueco Mundo. For that, I apologize. Several of my former comrades were not the most pleasant of people."

"That's for sure," Ben commented, remembering Nnoitra, Szayel, Yammy, and Baraggan.

"Has anyone…hurt him?" Sandra asked. She knew that Ben, being a hero and all, would get into danger but it still worried her. She was a mom after all.

"I've been in several fights," Ben said, not wanting to put the spotlight on Harribel. "But I've always won in the end!"

Sandra sighed as she looked at the ground. She had expected that answer but it still worried her to know that her son had gotten into fights. Especially since most of the people he'd fought were a lot worse than the average bully.

"But that's over and done with," Ben said. Then his face softened. "I'm really sorry about this. I had no idea where I was or why I was there. But when I did, I couldn't just leave and not do something."

"No," Carl said, chuckling a little. "No you couldn't. You did the right thing, Ben."

"Thanks to him," Gwen added. "So many lives were saved."

"If he hadn't arrived," Harribel admitted, "Then many lives would have been lost, and for nothing as Aizen merely used us as tools to for his own selfish desires."

"Yeah!" Lilynette shouted, "But Ben turned into that awesome Alien X and tossed Aizen around like trash!"

Findor spoke now, "It would be rude to lie, so I shall not. My three comrades; Poww, Vega, and Parduoc, and myself were Ben's enemies but then we were soundly defeated by him and his team. Despite being helpless against our enemies, Ben was kind enough to grant us a place to stay. The Shinigami would have killed us if Ben had not interfered."

"That sounds like our son," Sandra said with a small smile on her face.

"I decided to have them come live with us," Ben said. "Well, in Bellwood at least. We're still working on exactly where in Bellwood they'll be living at."

"Well, Paradox recommended Los Soledad," Gwen reminded Ben.

"Yeah, but we should still look to see where else they can live," Ben pointed out.

"Not many other places available for them to live, Ben," Kevin said. "I'm just saying. Las Soledad's got everything needed to live."

"It's also out in the middle of nowhere," Ben told him, "And they can't use their powers here, so how are they supposed to get back and forth?"

"We'll worry about that when the time comes," Kevin said with a shrug. "If it comes down to it, we'll just have Cooper build them teleportation belts or something."

Ben sighed, pinching the bridge of his nose. He looked at his parents, who had rather dazed looks on their faces. "Mom?" he asked, "Dad?" He snapped his fingers at them, snapping the two out of their daze. "You still with us?"

"Sorry about that, Ben," Sandra told her son. "This is just a lot to take in."

Kevin snickered. "If you think that's a lot just wait until you hear…" But then Gwen jabbed him with her elbow. He scowled. "I'm gonna bruise if you keep doing that."

"Good," Gwen hissed at him. "Maybe that'll teach you to be quiet sometimes."

Unfortunately, Gwen's intervention had been pointless because Carl and Sandra had heard Kevin. "Ben," Carl said sternly. "What's Kevin talking about?"

Ben glared at Kevin before scratching his head again. He knew what Kevin was talking about. After all, what else would Kevin talk about nowadays? He was clearly referring to Harribel, Nelliel, and the others. Ben gulped. He did not want to see his parents' reaction to that particular news.

As if reading his thoughts, Harribel stepped forward. "Ben," she said. "Perhaps you should tell the others about Los Soledad. Nelliel, girls, I believe we need to talk to Mr. and Mrs. Tennyson, _alone_."

Nelliel had figured that it would come to this the moment Kevin had made his little comment. Comprehension dawned on Harribel's Fraccion as they nodded.

Feeling relieved, Ben mouthed, "Thank You," to Harribel before looking at the rest of the group. "Come on, everybody. I'll tell you about Los Soledad outside."

"Why do we need to go outside?" Lilynette asked. "Can't we watch this?"

"Watch what?" Carl asked, raising an eyebrow at his son.

"Come on, Lilynette," Starrk said, yanking Lilynette by her collar and dragging her outside despite her protests. Ulquiorra merely walked outside, followed the other guys. Pesche and Dondochakka gave Nelliel thumbs up before joining the others.

"Come on, Kevin," Gwen said, pushing Kevin out the door.

"What?" he jokingly protested. "I can't enjoy this?"

"Move!" Gwen ordered. Ben went to follow them.

"Not so fast, Benjamin Kirby Tennyson," Sandra said. "You are sitting your butt right down in the chair. I have a feeling you have something you want to tell us."

Drooping his head in defeat, Ben plopped himself onto the nearest chair. The girls all gave him sympathetic looks before facing his parents, who were eyeing him sternly.

"You were the one who looked after our son?" Carl asked, looking at Harribel now.

"Yes," was Harribel's simple reply.

"Can we trust the five of you with this question?" Sandra asked.

"What question, Mrs. Tennyson?" Nelliel asked.

Sandra bit her lip, trying to find the best way to ask what was on her mind. "Has anyone…_touched_ my son?"

Ben groaned. Figures his mom would ask a question like that. But considering that he had vanished into thin air and anything could have happened to him, it was understandable. Kinda.

Apacci raised an eyebrow. "What do you mean by 'touched'?" she asked. For some reason, she didn't like the tone that Sandra had used. What did she mean by 'touched'? People touched each other all the time.

Mila Rose made a face at Apacci. "Are you really that dense?" she asked, causing Apacci to glare at her. The two were about to trade their usual insults but Sung-Sun intervened.

"I apologize in advance for my words, Mr. and Mrs. Tennyson," she said to Ben's parents before looking at Apacci. "Mrs. Tennyson is asking us if anyone might have, or at least tried to, molest or rape Ben."

Sandra flinched, trying her best not to think of it like that.

Apacci's face was a look of shock which then turned into utter fury. "I would've killed anyone who tried," she said heatedly.

Sandra and Carl both stared at the viciousness in Apacci's tone and the feral look she had.

"I understand your concern, Mrs. Tennyson," Harribel said softly. "But no one in Hueco Mundo committed or even tried to commit any such acts, and I can assure you that we would never allow anything like that to happen to Ben."

Nelliel nodded. "We'd do anything to protect Ben," she said proudly.

"I know this may be hard for you to accept after your son was missing for so long," Harribel continued. "But the only man we pledged our devotion to now is Ben."

Ben blushed a little at the way the girls spoke, but it was only a matter of time before they brought up the one thing he was not looking forward to have his parents finding out.

"So what was Kevin talking about?" Carl asked his son. "What was he so _eager _to enjoy?"

Ben tried to look at anything else in the room but his parents. "You see," he hesitantly. "It's like this…"

"We are in love with your son." Everyone turned to look at Nelliel, the one who had spoken. She knew that they had to get this over with and that there was no point in delaying the inevitable. She understood that Ben would be under a lot of pressure now but she was going to stand by his side.

Ben gulped again as he slowly turned his head to face his parents. Both of them were looking at Nelliel. Their wide eyes and opened mouths would have been comical if Ben didn't think he was going to die right then and there.

"Wha…what did you say?" Sandra asked thinking and hoping that she had heard wrong.

"We are in love with your son," Harribel said this time. Sandra and Carl stared dumbfounded at the five girls.

"In love?" Sandra asked. "With…with _our_ son? All five of you?" She was looking at Nelliel and Harribel as she asked.

The five girls nodded. Although Apacci, Mila Rose, and Sung-Sun had decided to pair Ben with Harribel, they kept that information to themselves. Ben, on the other hand, braced himself for the fireworks.

"Benjamin Kirby Tennyson," Sandra said with an effort to keep her voice even. "Can we talk to you alone?"

"Please don't be mad at Ben," Nelliel said, not wanting Ben's parents to accuse him of anything. "He's done nothing wrong."

"I believe that this is something we need to talk to Ben about," Carl said. "I think it might be…"

"Not until we have explained ourselves," Harribel interrupted. She didn't want to be rude to Ben's parents but she had to make sure that everything was clear between them. "When we saw we love Ben, we do not mean a mere infatuation or a lustful desire."

"But…" Sandra tried to say. "But…you two…"

"I know this is difficult for you to understand," Harribel said gently. "Our ages are your biggest concern."

Carl and Sandra could only nod at that.

"To be honest," Nelliel said, looking at the ground with a sheepish grin on her face. "We're older than both of you."

Carl and Sandra's eyes bugged out. "H…how old?" Carl asked.

Nelliel played with her hands. "I don't know exactly but we're older than you."

Sandra looked like she was ready to faint.

"But we speak the truth when we say we love your son," Harribel reassured them. "We love Ben and we would never do anything to hurt him. He's special to all of us."

"In our world," Sung-Sun added, playing along so that nobody would suspect her and her teammates of their matchmaking plan. "It's survival of the fittest. Even with the few exceptions to rule, we have never met someone as special as Ben. He was the first male who actually cared about us. During Ben's first days in Hueco Mundo, one of the Espada by the name of Nnoitra had attacked Apacci, Mila Rose and myself. Nnoitra was very powerful but Ben was willing to fight him just to protect us."

"And I was nearly eaten if Ben hadn't saved me," Nelliel put in, remembering her first encounter with Ben and how he became Armodrillo to save her from that Mole Hollow.

"Still," Sandra said, trying to put things back in order, "For you to go and say that you love my son just like that…"

"That's how much we've love him," Nelliel said with a smile, causing Ben's face to flush.

Carl and Sandra were looking at Ben sternly now. "Ben," Sandra said, "have you…"

"No," Harribel said abruptly. She knew what Sandra wanted to ask. "If you believe that your son has been leading us on then you have nothing to worry about. Ben was unaware of our feelings until we told him personally. His whole time with us, Ben has been nothing but considerate and brave. Those traits caused him to stand out among all the others in Hueco Mundo."

There it was again, that flicker in her mind. Harribel found herself irritated by it now. What did that flicker mean?

"You should be proud of yourselves," Mila Rose said to them. "I personally think you did a fine job raising Ben."

Carl and Sandra, still a little disoriented by the girls' confessions, blushed a little at Mila Rose's compliment. "He is a good boy," Sandra admitted.

"Ben's not a good boy," Carl corrected her. "He's a _great_ boy. I know I've said this before but I think we did a good job raising a fine boy."

"No," Harribel said, causing everyone to look at her again. "You did not a raise a fine boy…"

Sandra's eyebrows furrowed. "What do you…?" she started to ask.

"You raised a fine _man_," Harribel clarified.

Carl and Sandra blinked several times at Harribel. They tried speaking but in reality, all they were doing was moving their mouths and nothing coming. Finally Carl found his voice.

"Tha…thank you," he said while Sandra was suddenly all smiles.

"I'm so sorry," she apologized. "It's just that…"

"We understand Mrs. Tennyson," Nelliel said with her own smile. "But now your son's back."

Sandra smiled as tears of happiness began to form in her eyes. "Yes," she said with a shaky voice. "My boy's back." Immediately she walked over to Ben's chair and hugged him, the tears now pouring down her eyes. "My boy's back!"

Feeling his own tears building, Ben hugged his mom back. "I'm home, mom," he said. "I'm really home."

Sandra didn't say anything as all the pent up emotion she had been holding back for an entire month finally decided to release itself. Carl got up and put a comforting hand on his wife's shoulder. Sandra let go of Ben and touched her husband's hand. The two Tennyson's then looked at the five girls.

"Do you really?" Sandra wanted to be sure. "Do you really, honestly, and truly love my son?"

"Yes," was the unanimous answer.

"I see," Sandra said. "And you would never hurt my son or try to…" She let it hang, as she didn't want to even think about it.

"No," came the reply this time. "We would never hurt Ben."

"Thank you," Sandra managed to get out. "Thank you for looking after our son."

Simultaneously, the five girls bowed their heads and said, "You're welcome, Mr. and Mrs. Tennyson."

Sandra resumed crying on her husband's shoulder while he rubbed her back soothingly. "Please excuse us," he said as he carefully led his wife out of the room.

"You have a wonderful family, Ben," Nelliel said to Ben. "They really love you."

Ben smiled as he looked at the ground. "Yeah, they do,"

"I'm sorry I blurted out about our feelings for you, Ben," Nelliel said. "I just thought it would be best if we got it out of the way for your parents."

"I understand," Ben said letting out a breath of relief. "I'm just glad they took it so well."

"I'm afraid it won't be that simple," Harribel told him.

Ben looked at her. "What do you mean?"

"Your parents are very protective of you," Harribel pointed out. "Did you not see their reaction when we confessed our love for you? They feared what our intentions may be towards you. They most likely feared that we saw you as just a toy to satisfy us and then to discard when we became bored and lost interest."

Apacci was mad again. "What?" she roared.

"Calm down, Apacci," Mila Rose told her. "You can't blame Ben's mom. She just wanted to make sure that we wouldn't try to take advantage of Ben."

"Not only that," Sung-Sun said, "But she also feared that Ben had possibly been trying to make his own harem and was worried of what her son may have possibly become."

Ben groaned as he put his head in his hands. He had been hoping that his problems were over. Just once, _just once,_ he wished he could have a normal day without all these problems in it.

"No!" a voice from outside cried. "No! No! No! I don't wanna!"

"What in the…?" Ben asked. Exchanging a confused look with the girls, the six went outside to see what the commotion was.

The others were all standing around as Lilynette was stomping her foot angrily. "I won't do it! I won't!"

"What's going on?" Ben asked Gwen.

Gwen sighed before looking at Ben. "Kevin told them about Los Soledad," she explained. "The guys are okay with it but Lilynette's not so thrilled."

"Of course I'm not!" Lilynette barked at her. "I don't wanna live in some old abandoned human base!"

"Relax," Kevin said, his voice showing big aggravation at Lilynette's complaining. "We can tidy the place up and make it home sweet home."

Ben snorted. "As best as an old army base can get," he muttered.

Kevin scowled. "Could you at least say something helpful for once, Tennyson?" he asked.

"An old army base?" Nelliel asked. "That's what Paradox recommended?"

"It's not that bad," Kevin told her. "The place has been tricked out with all this alien tech."

Ben frowned, "Which you probably should have kept quiet about."

"What's wrong, Ben?" Gantenbainne asked.

"Apparently aliens have been using this base for their own purposes," Ulquiorra commented. "And some of that technology is rather…destructive."

"What's that got to do with us?" Redder asked.

Ulquiorra's normal frown seemed to deepen. He explained, "Four of you were Ben's enemies not so long ago. Just because he allowed you to live does not mean that you have his entire trust. He feared that Vega, Carias, Poww, and Parduoc would try and use the technology of this Los Soledad for themselves."

Kevin shrugged. "Good luck. You need to be familiar with the technology to use it right. They can't do a thing with it."

"Or they might wind up pushing the self destruct button and blowing themselves up," Ben pointed out.

Kevin blinked. "That's a good point," he admitted.

"Don't worry, Ben," Charlotte reassured him. "We would keep them in line to make sure that they do not do anything of the sort."

"Still," Ben told him. "I'd rather not take the risk."

"I hate to say it, Tennyson but we don't have a whole lot of options," Kevin reminded him. "Los Soledad's the only place we know that's open to them. We might as well stick to what we have."

Ben groaned. "Fine," he relented. "But make sure Cooper disables everything so that these guys don't set off something by accident."

"Can do," Kevin said.

"Aw, come on, Ben," Lilynette whined. "I don't really have to go there, do I?"

"If she wants, she can come live with my family," Gwen volunteered. "My parents would love having another girl in the house."

Starrk groaned. "Good luck with that," he told Gwen. "Lilynette's a handful."

Ben laughed. "Yeah, you and she are opposites of each other," he said. "You like reading books and Lilynette looks like she'd be more into sports and stuff like that."

"I'm into martial arts," Gwen reminded him. "Or are you forgetting who taught you how to fight without the Ultimatrix?"

Lilynette scowled. "I'm not a little kid," she pouted.

"Oh?" Kevin teased. "Then what are you?"

"Arrancar don't have ages, moron!" Lilynette snapped.

Ben grinned now. "Maybe she should live with Kevin," he suggested. "Those two might get along just fine."

Kevin glared. "Oh no, Tennyson. You ain't dumping the brat on me."

"Brat!" Lilynette yelled. "Oh that's it!" She kicked Kevin's shin.

"Ow!" Kevin yelped, hopping up and down on one foot while holding the hurt one. He glared at Lilynette after he put it back down. "You little…" Gwen grabbed him.

"It might be best if she does come live with me," Gwen told him. "I can teach Lilynette to be a lot calmer and less aggressive. She'll be like the little sister I never had."

Lilynette snorted. "I didn't ask for a big sister," she complained.

"I'd better stick with Lilynette," Starrk said. "Who knows what she'd get into without me?"

Lilynette glared at him.

"Uh, no offense, Starrk," Gwen said to the former Primera. "But I don't think my parents would let a strange guy come live in our house."

"They might if Lilynette was with him," Kevin told her. "Those two are like siblings, right? They both get a place to stay and you get a little sister. Everyone wins."

"If Los Soledad is the only place available, then I shall go there," Ulquiorra said.

"Same here," Gantenbainne said. "Might be a lot nicer than Hueco Mundo."

"We'll go too," Charlotte said. "We do not want to impose upon your parents' hospitality."

Redder shrugged. "I'd probably like this Los Soledad place anyway." He looked down Ben's neighborhood. "I don't think I could stand living here." He added to Ben, "No offence."

"Well that's taken cared off," Kevin said. "Now there's just one final thing we need to take care of." He grinned at Ben. "Where are your girlfriends' gonna stay at, Ben?"

"I assumed we would be staying with Ben," Harribel said, causing Ben's face to flush.

"I don't think…" Gwen started to argue.

"Gwen, please," Nelliel begged. "We love Ben but we would never take advantage of him."

"But all of you living under one roof?" Gwen asked. "Uncle Carl and Aunt Sandra can't provide for all of you."

"We'll get jobs then," Sung-Sun said. "Trust us, Gwen, the last thing we'd ever want to be to Ben and his family is a burden."

"We're not lazy freeloaders you know," Apacci grumbled.

Gwen frowned. "Still…where will you sleep?"

"Ben's room, where else?" Kevin put his two cents in.

"That's true," Ben said, not getting the innuendo. "We all slept in one room back at Las Noches."

"You did _what_?" Gwen shrieked.

"It was a _really_ big room," Ben told her.

"I don't think that what she's worried about, Tennyson," Kevin teased.

Gwen brought her temper on him now. "Kevin, if you're not gonna say something helpful, be quiet."

"Are you kidding?" Kevin asked. "This is the first time I can enjoy this kind of comedy without it being on TV."

"Anyway," Gwen said, shaking her head, "Ben, that was Las Noches and this is your room. There's no way I'd let you have five girls in your room at the same time."

Apacci's eyes narrowed at Gwen. "And what's wrong with us being in Ben's room?"

"I think it's a certain spot in Ben's room that's got Gwen worried," Kevin joked.

"What did I just tell you?" Gwen asked Kevin.

"Oh come on," Kevin said. "Apacci walked right into that one."

Sung-Sun sighed now. "Perhaps Gwen is right. There might not be enough space in Ben's room for all of us."

"That shouldn't be a problem," Kevin said with a smirk. "I think at least two of you can fit with Ben on the bed."

Ben's face was crimson now as he realized what Kevin had been joking about. "Knock it off already!" he yelled as his face burned.

"Then again," Kevin went on. "One of you might fall off the bed so it might be best if you hold onto Ben really tightly.

Ben glared. His face was so hot right now he was surprised that it hadn't burst into flames by now. "Will you just let this go?"

Kevin smirked. "Not any time soon, Tennyson. You've given me a lot of mileage."

"Oh great," Ben groaned.

"We could all sleep in the living room," Nelliel said, feeling sad for Ben and getting annoyed at Kevin for messing with him. "I'm sure we could have enough space if we moved stuff around."

"Aw," Kevin teased. "But then Ben won't be with you."

"We'll be in the same house together," Harribel said, wanting to spare Ben from any more embarrassment. "We can see him when he wakes up."

Ben was lost in all this now. On the one hand, he had spent enough time sharing a room with all five girls to be comfortable in their presence. Then again, he wasn't aware that they had feelings for him at the time so that probably explained it. His face heated up as he remembered back when Nelliel used to be just a little kid. Back then, the two had shared a bed like siblings would. He didn't know if Nelliel would try to pull off the same thing now that she was older, but…he didn't really like the fact that Gwen was treating the girls like animals in heat. They were people too.

"Look," Ben said. "I'll make them some beds okay. They'll have to sleep in the living room…"

"Or your room," Kevin interjected, earning him glares from both Ben and Gwen.

"I think it's better for my health if the girls sleep in the living room," Ben said.

"That's fine with us," Nelliel reassured him.

"We don't mind," Sung-Sun told him.

"Hey, why don't you ask that Urahara guy to build a place under your house like he did under his shop?" Kevin asked. That seemed like a good idea.

"I doubt my parents would enjoy having some strange guy digging under their house," Ben responded.

Gwen frowned. "I don't know about this."

Apacci looked like she was about to snap at Gwen but stopped when Harribel put a hand on her shoulder. Apacci looked at Harribel, who shook her head. Grumbling at Gwen, Apacci held her tongue.

"We don't mind." Everyone turned to see Carl and Sandra standing at the doorway. "I think we can trust these girls," Sandra said. "Normally, I'd be, with no offense to you five, very reluctant about this. But you five have been watching over my boy for a month so…letting you stay with us is the least we can do to thank you."

The girls bowed in thanks to the Tennyson couple. "We thank you," Harribel said.

"Don't mention it," Carl said. Then he looked at Ben. "But I think you and I might need to _talk_."

"Aw, dad," Ben groaned. He had a feeling that he wasn't going to enjoy whatever it was that his dad wanted to talk to him about.

"Oh, man," Kevin said shaking his head with a smirk. "Just wait until Will Harangue hears about this."

Ben grimaced. "Don't remind me," he said.

"Will Harangue?" Nelliel asked. "Who's that, Ben?"

"Will Harangue is this guy that calls Ben a menace to society and slanders him at every turn," Gwen said.

"Menace to society?" Harribel asked.

Kevin grinned. "You mean you didn't tell them?"

Ben rolled his eyes. "Didn't really matter at the time."

"What didn't matter?" Apacci asked.

"The whole world knows who Ben is and about his powers," Kevin summed it up.

All of the Arrancar stared at Ben now.

"The whole world knows about your powers?" Mila Rose asked Ben.

"Yeeeah," Ben said, scratching the back of his head. "Not always a great thing."

All the Arrancar looked at him curiously.

"People like Will Harangue believe Ben's a menace and/or threat to society," Kevin said. "For the most part, people think he's a hero."

"As they should," Harribel said.

"Problem is," Ben told her. "I can't take the fangirls. You know how big a fan that Loly girl was to Aizen?"

Everyone nodded. All of Las Noches knew about the girl's crazy obsession with Aizen.

"Think of that," Ben said, "Times a hundred."

Most of the Arrancar gave Ben sympathetic looks. One Loly was bad enough, more of that was a nightmare and apparently it was a common nightmare for Ben.

"And once they find out that you're back," Kevin said. "They are going to be swarming at you like locust."

"Not if we can help it," Apacci said. "Any of those fans get within an inch of Ben and I'll…

"Apacci," Ben quickly interrupted. "That is definitely not a good idea."

"What? Why?"

"You're in the human world now, Apacci," Gwen explained. "You have to live by our rules and follow our laws now."

"You may have been top dogs in Hueco Mundo," Kevin added. "But now that you're in those Gigai, you're just like the rest of us."

"Oh really?" Apacci asked challengingly. "What if I was to tell you that the clog guy did a few modifications to our Gigai?"

Kevin frowned. "What is that supposed to mean?"

Apacci grinned at him. "Well let's just say that we aren't gonna be so helpless like you think we are."

"Come on, guys," Ben said, getting in the middle. "No need to fight. We just got things taken care of."

"Not quite," Gwen told him. "Now I've got to tell my parents about this."

"Shouldn't be a problem," Kevin replied. "After all, most of it's not happening to you."

Gwen made a face at him. "Well, I guess I better head home and tell my parents about what's going on. Starrk, Lilynette, you two follow me. See you guys later!"

And so, Gwen headed off to her house with the two Arrancar in tow. Kevin looked back at Ben. "So now what do we do?" he asked.

Ben grinned. "I don't know about you," he said. "But I know where I'm heading."

"Mr. Smoothy?" Kevin asked.

"You've got it," Ben said with a big smile on his face.

Kevin sighed. "Just make sure you let the girls decide before you pick for them," he told Ben. "Well, guess that leaves me to show these guys Los Soledad." He looked over at the remaining male Arrancar. "You guys come with me."

Pesche and Dondochakka looked back and forth between Kevin and Nelliel's house. It was obvious that this time they were reluctant about leaving Nelliel all by herself after having looked after her for so long, but only because they feared that the other girls might do something so that they got to be with Ben instead of Nelliel.

Unaware of their true intentions, Nelliel was at least able to figure out that their reluctance was about her.

"I'll be fine, you two," she reassured them. "Don't worry."

_It's not that, Nelliel-sama!_ both of her Fraccion cried in their heads._ We just want to make sure you and Ben are together._

But having a feeling that any pleas to stay with Nelliel would fall on deaf ears, the two reluctantly nodded and agreed to go to Los Soledad. And so the remaining males followed Kevin. He was going to lead them to their special jet, often called the 'New Rustbucket' by Kevin. The original Rustbucket was an RV owned by Ben's grandpa Max. The jet served Ben, Gwen, and Kevin's mode of long distant transportation. And right now it was the Arrancar's only capable transportation to Los Soledad, mainly because it was the group's only vehicle that had enough room.

"Oh, and one last thing," Kevin said to Ben as he and the others started to leave. "You might want to walk to Mr. Smoothy."

Ben looked at him in confusion. "Why?"

"There are six of you and your car has only five seats," Kevin pointed out with a grin. "Unless, of course, you were thinking of having one of the girls sit on your lap on the way there."

Ben's face lit up again, especially since he could feel his parents' searing looks practically scorching the back of his neck. "We'll walk," he said. "Walking is good for the body. I can't think of any other way I'd want to get around today than by walking."

Kevin laughed. "Tennyson," he said. "I have a feeling that I'm gonna be enjoying myself for a while to come. Later!" He and the male Arrancar left but Ben could hear Redder and Charlotte snickering as they walked by.

Ben's brow furrowed. Apparently his chances of having normal, relaxing days had been thrown out the window. Then again, his normal life had ended the day he found the Omnitrix all those years ago.

"Well," he said to the girls. "Let's go to Mr. Smoothy."

* * *

With that, the girls followed Ben to Mr. Smoothy. The girls found themselves by a building with a large billboard next to it. On the billboard was a giant cup with limbs and a face. The words Mr. Smoothy was on the board. Already was there a good amount of people gathered. When Ben and the girls showed up, they drew in quite a crowd, mainly from the guys stopping and staring at the five gorgeous girls who were standing next to Ben.

"Ben," Nelliel said. "I was meaning to ask you; what exactly is a smoothie?"

Ben's face now lit up in a positive joy. "I'll show you!" he said. "Follow me!" he headed towards the building. Looking at each other, the five girls followed him inside the Mr. Smoothy building. Even after they had gone inside, eyes were watching the spot they had just been standing at.

"Was that Ben Tennyson?"

"It was! It was Ben Tennyson! Ben Tennyson's back!"

Well that caused an uproar. Passersby would overheard that shout which would soon start a gossip train around Bellwood. Soon, the whole place would know that Ben Tennyson had returned.

"I can't believe it. Where did he go for an entire month? It's like he just vanished off the face of the Earth.

"Yeah, it was but did you see those babes with him? Wow!"

"Five of them, too! Man, it must rock being a celebrity."

"But did you see those two women with him?"

"You don't suppose…"

"If I'm right, then Ben Tennyson's the luckiest guy in the world."

* * *

Once inside Mr. Smoothy, everyone began cheering for the fact that Ben Tennyson was back at Mr. Smoothy. But then the guys noticed that Ben wasn't the only thing getting attention. The girls were drawing more stares to them. Ben, a little oblivious to the attention that his five friends were getting, went to the front counter and began taking orders. The girls, on the other hand, were very well aware that pretty much everyone's eyes were on them. Apacci and Mila Rose didn't like it. It was similar to how things were in Hueco Mundo. Well, sort of. There, the male Hollows only cared about whether or not you made a good , the five women knew that these human males were more interested in scoring themselves some hot girls. Naturally, Apacci and Mila Rose began glaring and growling at their audience. Some drew back nervously but some of the more cocky boys considered it their way of flirting and playfully growled back. Apacci and Mila Rose were disgusted.

Sung-Sun kept a clear head but was very well aware of the boys' eyes on her. She wasn't bothered it. While she couldn't use her powers in a Gigai, Sung-Sun knew that she was still a capable fighter against humans. Nelliel was too busy looking around the store to notice the stares she was getting. Harribel was aware of the stares but she ignored them. She folded her arms under her chest and simply looked at Ben. But she kept on the alert in case any of these boys tried to do something they would regret.

"Ben Tennyson!" the guy at the counter said happily. "So my number one customer finally comes back!"

Ben grinned. "That's right. I'm back!"

"So, Ben," the counter guy said. "Who are your friends?"

Ben looked back at the girls and became aware of all the guys staring at them. Stiffening, Ben turned back around. "Some close friends of mine," he said. "They haven't had smoothies before, so…"

"Hmm," the counter man said, scratching his chin. He had a playful tone in his "Hmm" which caused Ben to panic a little. He didn't suspect did he? Was it that obvious? "Tell you what. I'll give you some free samples to take to your lady friends over there. We'll start off with basic flavors so they can get into the taste of it."

"Really?" Ben asked.

"Ben," the clerk said. "When you left, the place was mostly deserted. People considered it a shame to go while the great Ben Tennyson wasn't there to enjoy it. Now you're back after a month and business will be better than ever!"

Ben grinned. "Thanks!"

"My pleasure. Now let's get those smoothies! I think I know what flavors that ladies would prefer."

Apacci and Mila Rose were becoming agitated now. The guys were becoming more daring, sending them flashy smiles and wiggling their eyebrows at them. Sung-Sun and Harribel kept their composure while Nelliel was still taking in all the sights. Apacci felt like she was about to hit someone when…

"I'm back!" The girls saw Ben walking towards them, carrying a tray. On the tray were six plastic cups with straws sticking out the top, just like the picture outside. He held the tray with one hand now and began passing out drinks to everyone with his free hand. "Here you go. Drink up!"

Meanwhile, the boys began to scowl of the fact that they had been given death glares from the girls while Ben was giving the girls smoothies.

Nelliel looked at the cup in her hand. "So smoothies are a drink?"

Ben looked insulted. "Drink?" he asked incredulously. "_Drink?_ A smoothie is a lot more than a drink. Try it."

Looked at her cup curiously, Nelliel took a sip. Her eyes widened. "Oh, it's cold but tasty." She began to drink more.

"Exactly," Ben said, pleased to see that Nelliel liked her smoothie.

Sung-Sun sipped at hers, a light smile on her face as she continued drinking it. "This is rather good."

"_Rather_ good?" Ben asked her. "Oh, come on. It's a lot better than that."

"I'll admit," Mila Rose said as she drank hers. "It does have a good flavor."

"Okay, at least we're making progress." Ben said with a nod.

Apacci had the foolish idea to guzzle hers down. She felt an ache in her head and grabbed it. "What's wrong with my head?" she asked. "It hurts!"

Ben laughed. "Brain freeze?" he asked her. "On your first smoothie? Amateur." He then noticed that Harribel hadn't even taking a sip of her smoothie. "Something wrong, Harribel?"

Personally, Harribel was a little lost. Things like these had never really caught her interest back in Hueco Mundo. They didn't have smoothies over there but Aizen would occasionally have the Espada drink tea during his meetings. Slowly, Harribel took the straw in her mouth and began to sip. After a minute, she stopped.

"It's…nice," she admitted.

Ben grinned. So far, all the girls liked the smoothies.

"Come on," he said, "Time to show you all of Bellwood." Ben headed back outside with the girls walking right after him. Most, if not all the guys, glared daggers at Ben.

No sooner had Ben and the girls stepped outside when…

"Mr. Tennyson! Mr. Tennyson!"

"Ben! Ben! Ben!"

Ben panicked when he saw a giant crowd of news people, photographers, and adoring fans coming straight for him.

"Mr. Tennyson! A moment of your time, please?"

"Make a break for it!" Ben yelled to the girls and started running in the opposite direction. Confused, the girls followed after him.

"Ben?" Nelliel asked. "Who are all those people?"

Ben grinned sheepishly as they ran. "Well, you see, those are my fans."

"They seem to be harmless," Sung-Sun commented.

"Yeah, until you find out that they won't leave you alone," Ben complained.

"So you don't enjoy being a celebrity?" Apacci asked.

Ben sighed. "I don't even like being famous," he admitted. "Personally, I wish I had my secret identity back." Suddenly he skidded to a halt when a news van suddenly stopped in front of him. A news crew jumped out.

"Mr. Tennyson!" the guy with a microphone said. "A minute of your time?"

"We've got to get out of here!" Ben cried as he ran to the right of the news crew.

"Why don't you turn into something that can get us out of here?" Apacci asked.

"Uh, there are six of us, Apacci," Mila Rose reminded her. "Which of Ben's forms can move all six of us?"

"No problem," Ben said. "I think I've got the solution." He activated the Ultimatrix, scrolled through his aliens, and then slammed the dial down. In a flash of green light, Way Big stood for all to see. He quickly scooped the five girls into his open palm. "Hold on!" He started running again. The ground shook with each step he took.

"I don't think using Way Big was such a good idea, Ben," Sung-Sun said. "His size makes him too big a target."

"I know," Way Big said. "But it's the only one that can carry all of you at once and get away fast enough."

"Just make sure you don't knock over any buildings along the way," Mila Rose told him.

"So, Ben," Nelliel said. "Where are we going now?"

"I have no idea," Way Big replied as he continued running. As they ran by a TV store, Way Big heard a voice from one of the TV's that made him skid to a halt.

"Good evening, America and this is the Harangue Nation."

Way Big turned and lowered his hand so that the girls could see the TV. On the screen was a man wearing a blue suit and glasses. Way Big snarled. "That's Will Harangue," he told the girls.

"Today, America," Harangue said. "I'm afraid that I must be the bearer of bad news. After enjoying a month-long time of peace and quiet, we are about to have it shattered. That's right folks, that menace to society, that threat to humanity, Ben Tennyson has finally returned after he was reported missing over a month ago."

"Menace to society?" Apacci protested.

"Threat to humanity?" Harribel narrowed her eyes. That Harangue person wouldn't be saying that if he knew the things Ben had done for the people of Earth and Soul Society.

"Ladies and gentlemen," Harangue continued. "I advise you all to lock your doors and window. There is a high possibility that Ben Tennyson has become even more vicious during his absence and no doubt intends to cause even more havoc in his wake."

Nelliel's eyebrows furrowed. "How can he say that?" she asked Way Big.

"He's been saying it for some time now," Way Big answered.

"Don't they know all the good you've done for them?" Harribel asked.

"Either Harangue doesn't know or doesn't care," Way Big admitted.

"That ungrateful…" Apacci started to say.

"There he is!"

Way Big and the girls turned to see more fans and newspaper crew coming towards them. Way Big quickly lifted the girls up again and ran off into the distance, which, for someone of Way Big's size wasn't too far. But luckily it would be far enough for humans.

* * *

Naturally one of Way Big's size was soon able to ditch the countless fans and paparazzi with his long legs. Way Big had run to the forest on the outskirts of Bellwood before he finally put the girls down and turned back to normal.

"Well," Ben said as he inhaled and exhaled his oxygen. "I've gotten my exercise for today."

Apacci smirked. "Like you really put in any effort," she said. "You were Way Big. You took, like, ten giant steps and you were here."

"Hey!" Ben retorted. "I was running!"

"Personally," Sung-Sun said. "I think you were more like jogging than running."

"Are you with me or against me, Sung-Sun?" Ben asked exasperated. Sung-Sun merely smiled at him.

"So you're harassed by those people every day?" Mila Rose asked about the news people and the fans.

"Pretty much," Ben groaned. "Sorry about that. But now you see why I wish I had my secret identity back."

"And I thought Loly was bad," Apacci muttered.

"Don't worry, Ben," Nelliel reassured Ben. "You've got us."

"We won't allow those _fans_ or that Will Harangue to bother you," Harribel told him.

"You guys don't have to do that," Ben said. "I want you guys to enjoy Bellwood."

"As long as we're with you, Ben," Nelliel said softly. "We'll always enjoy it."

Just then a beeping noise came from Ben's Ultimatrix. Curious, Ben pressed a button on it. "Hello?"

"Hey, Tennyson," Kevin called. "Looks like the Plumber badges finally work again. Paradox probably had a time lock so that we couldn't communicate with you using the Plumber badges until the whole Aizen business was taken care of."

"At least they're working now," Ben said. "What's up, Kevin?"

"The guys are getting settled into Los Soledad," Kevin replied. "And Gwen called me to tell you that her parents know about all this now. Starrk and Lilynette will be staying at her house."

"Alright," Ben said, "Looks like we've got all the living arrangements taken care of."

"By the way," Kevin added. "Heard Harangue on the radio. News didn't take long to spread once people found out you were back in town."

Ben rolled his eyes even though Kevin couldn't see him do it. "Don't remind me."

"Well, I'll be heading back soon. I was able to shut down most of the stuff so we shouldn't be too worried about one of these guys blowing himself up. But tomorrow I'm gonna bring Cooper over there to do a double check."

"Good idea," Ben agreed. "Well, the girls and I are gonna be heading back now. I think any place we'll try to go to will just have paparazzi over it."

"Might be a good idea," Kevin told him. "Oh and one more thing."

"Yeah?" Ben asked.

"I know it may be difficult for you with five girls in your house, Ben," Kevin said in a sympathetic tone. "But do try to control yourself, okay?"

"Why you…!" Ben was about to yell but Kevin hung up while laughing. Ben growled in frustration. "He is not gonna let me live this down!"

Apacci, Mila Rose, and Nelliel laughed while Sung-Sun giggled. Harribel allowed herself a small smile. Ben truly had that effect on them.

"Well," Ben said after managing to calm himself down. "Guess we better head home."

"Are you going to turn into Way Big again?" Nelliel asked.

"Considering the fact that all of Bellwood's probably on the lookout for my alien forms," Ben told her, "It might be best if we walk home. They all might be in bed by the time we get home."

And so the gang walked back to Ben's house. He told them of all the things they could do. He told them of movies, video games, and chili fries. Then he went on about one of his favorite things; Sumo Slammers! The girls didn't really understand what Ben was talking about. But since they would be living with him, they knew that they would soon find out.

Finally, Ben and the girls made it home. When they went inside, they spotted several inflatable mattresses on the living room floor, already inflated.

"Welcome back!" Sandra said cheerfully from the kitchen. "Dinner's almost ready!"

"Awesome!" Ben cheered. "Oh how I missed this."

"Hey!" Apacci said. "The food in Hueco Mundo wasn't terrible."

"It was bland, Apacci," Ben told her flatly.

"Bland?" Mila Rose repeated. "Why didn't you ever say something?"

"I thought it was all you had," Ben admitted.

"You should have given us more credit than that, Ben," Sung-Sun chided him. "If you had wanted better tasting food you only had to ask."

"Oh, _now_ you tell me," Ben whined.

"I thought my son was looking a little on the scrawny side," Carl joked as he came down the stairs.

"Dad!" Ben exclaimed.

"Anyway," Carl said. "As you girls can see, we went ahead and bought you some air mattresses, blankets, and pillows for you to sleep on. If we had some guest rooms we would've given them to you but…"

"We understand, Mr. Tennyson," Harribel said. "Your hospitality is more than enough."

"Mmm," Nelliel said, licking her lips. "Your cooking smells good, Mrs. Tennyson."

"Why thank you, Nelliel," Sandra beamed. "I hope you like it. We're having roast tonight."

"Mila Rose should be happy," Ben joked.

"What does that mean?" Mila Rose asked.

"You're a lioness aren't you?" Ben pointed out. "Doesn't that make you a carnivore?" he joked.

Mila Rose snorted. "Amusing, Ben," she replied in what sounded like an annoyed tone but her face held that of amusement.

"What, are you actually letting people insult you now, Mila Rose?" Apacci taunted. "This must mean that I can insult you all I want and you won't care."

Mila Rose glared at her. "Just because I don't mind Ben's jokes doesn't mean I'm going to put up with your crap, Apacci!"

"What was that?" Apacci snapped at her.

Sung-Sun sighed. "You two are so noisy. I fear that this house might not be able to handle your two's constant arguing." She looked at Sandra. "Mrs. Tennyson, I would recommend having them sleep outside but I fear their arguing would wake up the neighbors."

"Shut up, Sung-Sun!" Apacci and Mila Rose both yelled at her. "You weren't part of this anyway!"

Carl blinked at the exchange between the three girls. "Are they always like this?" he asked Ben.

"Pretty much," Ben admitted.

"Girls," Harribel told them. "Mr. and Mrs. Tennyson have been kind enough to let us live with them. I do not want the three of you causing problems for them. Understood?"

Nervously, the three girls nodded their heads. "Yes, Harribel-sama."

Sandra and Carl were impressed by Harribel's leadership. Although, they couldn't deny that they were still trying to adjust to the fact that Harribel and Nelliel both loved their son, the Tennyson parents did see that Harribel was a responsible woman. But the love thing was still a bit of an issue to them.

"Dinner time!" Sandra called. "Nelliel?" Harribel? Would you both be dears and help me set the table?"

"Of course, Mrs. Tennyson!" Nelliel chirped while Harribel nodded and the two went into the kitchen. Even though they weren't called, Apacci, Mila Rose, and Sung-Sun followed them. Ben himself was about to go into the kitchen when he felt a hand on his shoulder. He turned to see his dad looking at him.

"Son," Carl said. "Can I talk to you?"

"Sure thing, dad," Ben said. "What's wrong?"

Carl said nothing as he walked out the front door. Confused, Ben followed his dad outside. Once they were outside, Carl closed the door, folded his arms, and looked at Ben.

"Ben," he said in a soft but firm voice. "You're my son and I love you with all my heart. But I've got to know. Those girls…did you….?"

"Dad, I promise, I would never do anything like lead them on," Ben said. "The truth is I was more concerned about getting back home instead of looking for a girlfriend. I had no idea what else was going on."

Carl sighed. "Well, now you've gotten yourself into quite the pickle," he said. "And let me guess; you're scared of picking one of them because you're afraid of hurting the other girls' feelings." Looking at his feet, Ben nodded. Carl put a hand on his shoulders. "Did you tell them you weren't looking for a girlfriend at the moment?"

"I did," Ben confessed, looking up at his father. "But they said they were willing to wait. I know they told me that they would accept my decision once I picked one of them but still…"

Carl nodded. "You didn't want to see them hurt regardless," he said. "I'm sorry to say, Ben, but I can't help you in this department. When your mother and I met it was love at first sight. Personally, we both thought that you and Julie were meant to be together forever."

Ben looked at his feet again. Carl knew that deep down, Ben was still rather bummed that Julie and him had drifted apart. It could have been that Ben was still caught up in Julie and that was why he was oblivious to the new girls' feelings for him. But Carl was proud of his boy. Ben was not leading the girls on and while he was uncertain about which girl was meant for him, Carl hoped that he could find his true love without angering the other girls.

"Well, son," Carl said, patting his son's shoulder. "I trust you to be responsible in this. It's just that…you're getting to that age when…"

"Okay, hold on!" Ben said. "Nothing HAPPENED in Hueco Mundo, I promise!"

"I'm sorry, Ben. I'm just saying that a boy your age with five beautiful ladies around him for a month."

"I'm not like that!" Ben said hotly. "And they're not like that, either!"

"I believe you, I believe you." Carl said. "I was just making sure."

Ben rubbed his forehead. "Dad, I promise. You gave me that talk already. I don't want to go through that again."

Carl laughed. "Alright, fair enough. Come on, let's go and get some grub."

With that, the father and son walked back inside. When they did, they saw Sandra and the girls enjoying themselves as they sat down the rest of the food.

"Oh you should have seen Ben that day," Sandra gushed. "The day he got his first Sumo Slammers action figure."

"Mom!" Ben cried.

"Oh, hi honey," Sandra said sweetly to her son.

"Are you really telling them that?" Ben asked.

Sandra raised an eyebrow of amusement at Ben. "You've been gone for over a month, Ben," she said playfully. "I think I have the right to embarrass you a bit." She looked back at the girls. "And then there was the time Ben first saw Captain Nemesis. He…"

"Mom!" Ben shouted.

* * *

Soon, dinner was over and done with. Sandra had continued to bring up embarrassing stories of Ben's childhood with Ben always interrupting her to save himself the embarrassment. When dinner was over, a thought occurred to Sandra.

"Ben?" She asked her son. "Where are the rest of the girls' clothes?"

Ben froze. He just now realized that the only clothes the girls had were the ones on their backs. They didn't have any additional clothing as far as he knew.

"Paradox said he had dropped them off already," Harribel said.

"What?" Ben asked. "When?"

"Paradox had come to see us shortly after we were done shopping with Matsumoto," Nelliel explained. "He said he would send all our clothes to your house."

"Well where are they?"

"Honey!" Carl shouted from upstairs. "Where did all these bags of clothes come from?"

"What bags of clothes, dear?" Sandra called back.

"The ones in Ben's bedroom!"

Ben whacked his forehead against the wall. "Paradox too?" he whined.

Ben went up to his room where his dad was and saw that there were bags of clothing inside. He didn't need to check if they were women's clothing.

"Where did these come from?" Carl asked.

"Paradox dropped them off for the girls," Ben explained.

"Why are they in your room?" Carl asked him.

Ben groaned, "Because everybody's out to get me."

"Don't worry, Ben," Nelliel said as she and the other girls appeared at his doorway. "We'll take care of them." The five looked around Ben's room as they walked in.

"Kinda small compared to the one in Las Noches," Apacci noted.

"Well it is a room meant for one person," Ben told her.

"Don't worry, Ben," Mila Rose said as she picked up some of the bags. "We won't go snooping around your room."

One by one, the girls picked up their clothes bags.

"Um, Mr. Tennyson?" Sung-Sun asked Carl. "Do you have any rooms we could change in?"

"The bathroom's right down the hall," Carl said.

"I'll go first!" Apacci said.

"Who said you got to go first?" Mila Rose demanded. "I'm going first."

"Even arguing about changing?" Sung-Sun asked. "It seems you two are meant to argue for eternity."

"Shut up, Sung-Sun!"

Nelliel giggled at the arguing Fraccion. She then looked at Harribel. "I am grateful Ben doesn't know about some of the clothing Matsumoto wanted to buy us."

"That woman is far too much on the perverted side," Harribel said. "That's why we didn't buy anything she suggested."

Ben unfortunately overheard them and slapped his head to block out any thoughts on what Matsumoto's suggestions in clothing might have been.

"Something wrong, son?" Carl asked his son.

"Nothing," Ben mumbled after his head became sore from his hits. Carl shrugged and went back downstairs. Personally, Ben was glad. He was afraid to know his father's reaction if the girls had bought any clothing that well…Ben just didn't want to think about it.

Apacci came out first. She was just wearing regular red pajamas. Ben let out a sigh of relief. Hopefully this meant that the girls didn't buy whatever it was that Matsumoto wanted them to buy. Mila Rose went next. Ben turned around and blushed when she came out wearing an orange camisole and boy shorts. Sung-Sun took her bag in next. When she came out, Ben saw that whatever she had chosen to wear was covered up by a lavender nightgown with long sleeves, reminding Ben of her old Arrancar uniform. It was Nelliel's turn and she came out wearing a green, knee-length nightdress. Not so bad but Ben had begun hitting his head when he noticed how closefitting the nightdress was. The last person to go was Harribel and personally Ben was a little scared. No offense was meant for Harribel, but modesty was apparently not her cup of tea. When she came back out of the bathroom, he saw that she was wearing a white chemise. Not as bad as her released state but it was still more than enough to earn stares. Especially, since well, it was rather formfitting like Nelliel's night dress and…

_Kevin is never going to find out about this, _he vowed.

"Bed-time, everyone!" Sandra called from the kitchen, as she had been cleaning up the dishes.

"We'd better get down there," Sung-Sun said. "I don't think Mrs. Tennyson would appreciate all of us being around Ben in our nightwear."

"We know that, Sung-Sun!" Apacci snapped.

"Good night, Ben!" said Nelliel, embracing Ben. Now that she was in a Gigai, her hugs weren't bone crushing anymore. But instead of being in pain, Ben felt his face burning instead. Without her hugs threatening to break his spine, he was all too aware how close they were. He was about to tell Nelliel something so she would let go, but she suddenly did on her own. No sooner had Ben taken a breath of relief when Apacci, Mila Rose, and Sung-Sun all tackled him in one big hug.

"Good night, Ben," they all three said at the same time. Ben's blush was back on full force. But luckily the hug didn't last long.

Ben let out a sigh of relief as was about to head into his room when…

"Don't…I get a goodnight hug?"

Ben froze in place, his face extremely red now as he could actually sense Harribel behind him. No matter what, it was still going to take some getting used to for him to see that she actually had feelings for him. He turned around and nearly jumped back when he saw how close she was. Unlike the other girls, Harribel simply wrapped her arms around Ben and pulled him close to her. "Good night, Ben," she whispered in his ear, causing him to gulp. She then let him go and went downstairs. But not before she placed a brief look at Nelliel. _I will respect Ben's choice in the end, _she thought, _But I do not intend to lose to you, Nelliel._

Nelliel glowered at her "rival". _I won't lose to you, Harribel,_ she thought as she followed her successor down the stairs.

Apacci, Mila Rose, and Sung-Sun shared a smug look with each other as they followed Nelliel and Harribel, leaving a flustered Ben up on the stairs.

"I'm living the teenage dream," he said to himself. "And it scares the crap out of me."

Just then, a strange beeping came from his room. Confused, Ben turned around and saw that the beeping was coming from his computer, which he saw was on. Curiosity getting the better of him, Ben went over to the screen. No sooner had he sat down did a person appear. It was a young boy wearing a sweater version of his green jacket.

"Ben!" the boy cried happily, "Boy, am I glad to see you!"

Ben should have known. It was none other than Jimmy Jones, the boy who had started the whole celebrity mess. The boy had managed to connect that the countless aliens showing up were all one person, Ben Tennyson. Jimmy had revealed Ben's identity to the entire world. According to Jimmy, he hoped that by showing it, Ben would get fame and recognition as a hero. Unfortunately, there was always a downside and that downside involved harassment from the paparazzi and getting slandered all the time by Will Harangue. If Jimmy thought that celebrities always had the good life then boy did he need a reality check. However, Ben knew that he couldn't really blame the kid and decided to be polite.

"Hey, Jimmy," he greeted. "It's been a while."

"A whole month!" Jimmy exclaimed. "You won't believe all the different blogs that had been asking where you were and once word got out that you had come back, the Ben 10 website was buzzing more than ever! So, where exactly did you go?"

"It's a long story, Jimmy," Ben replied. "I'll tell you about it some other time."

"Also," Jimmy went on. "There's word going around about five very attractive ladies hanging out with you today. What's that all about?"

"Again," Ben told him, "Long story that I'll tell you about some other time."

Jimmy pouted in disappointment. "Alright," he sighed. "Got to say though, Harangue had a field day ever since you were first reported missing. He was going on and on about how Bellwood and then the world was a safer place since you vanished."

"I'll bet," Ben said darkly.

"But believe me," Jimmy said. "We Ben-addicts were furious. But that is nothing compared to what your dad did."

Ben raised an eyebrow. "My dad?" he asked. "What did he do?"

"Well, it all began when Harangue was talking about how happy we should all be now that you were gone," Jimmy explained. "Your parents were angry and started a protest against him and all your loyal fans joined in too. I don't think I've ever seen anyone so hated before."

Ben stared. "They really did that?"

"Uh-huh," Jimmy said with a nod. "But that's not the cool part. This is. I'm sending you the file. You should be getting it right about…now!"

A picture suddenly appeared on Ben's computer. Ben's jaw dropped when he saw it was his dad delivering a haymaker punch to Harangue's face while security was running towards him.

"It's become one of the biggest hits on the site!" Jimmy said proudly. "And you'll be pleased to hear that Harangue got a good shiner from that punch.

Ben smiled weakly as he continued looking at the picture of his dad attacking Harangue. He felt so touched at how much his parents missed him.

"I'm getting my dad something awesome for his birthday," he said. He sighed. "Hey, Jimmy. Can I talk to you tomorrow? This is my first day back and…"

"Say no more, Ben," Jimmy said. "I'll let you enjoy your return. We'll really glad to have you back, Ben. Good night!"

"Night, Jimmy," Ben said kindly as Jimmy's image left the computer. Changing into his bed clothes, Ben crawled into bed; his bed, his actual bed. He was home. After a long and crazy month, he was finally home. The thought alone made him slowly drift into a long wanted sleep.

* * *

The next morning came. Ben, his eyes closed peacefully, wanted to roll over but felt something holding him in place. Ben then became aware of something gently blowing on his nose. Confused, Ben opened his eyes. Sleeping right in front of him was Nelliel! It was her warm breathe that he had felt blowing gently on his face while he realized that her arms were around him. She didn't have her body pressed against his but she was still close enough.

"Ah!" he cried out, startling Nelliel awake. It wasn't a smart idea as Ben had scooted backwards in his panic. As Nelliel woke up, she had let go of Ben. With nothing to stop him, Ben fell off the bed and landed on his rump.

"What's going on?" Nelliel asked as she looked around. "How did I get here?"

"Isn't that what I should be asking?" Ben retorted. "What were you doing in my bed?"

Nelliel was panicking now. "I'm sorry! I have no idea how I got here. I really don't."

Ben quickly ran to his door, slowly opened it, and peeked outside. So far, he didn't see his parents or the other girls coming which hopefully meant that they hadn't heard him yell.

"Um, Ben?" Nelliel asked, causing Ben to look back at her. "I…think I might know why that happened."

"Why?" Ben asked, afraid of what her answer was.

"Well," Nelliel started. "Remember how we used to sleep together back at Los Noches?"

Ben nodded his head slowly. He remembered he would have little Nel as a child sleep next to him. She was like how a little girl who couldn't sleep without being next to her big brother and she was just so cute that Ben couldn't find it in his heart to turn her away. But that was back when he thought she was a little kid and not the green haired beauty she really was. Ben blushed when he realized that he had called her a beauty.

Nelliel looked at her hands, which she was playing with. "I think…" she said hesitantly. "I think I became so used to it that I…I…I…"

"Yes…" Ben said slowly, fearing where this was going.

"I think I sleepwalked to your room and slept next to you."

Ben paled. "Do you think it will happen again?"

Turning a little red herself now, Nelliel's eyes looked back up at Ben. "I think so. And I really don't know how long I'll keep doing it."

Ben did the only logical thing he could think of at the moment. He fainted.

_Why me? _Was his last thought before going under.

"Ben!" Nelliel cried, running to his side. "Ben! Ben! Wake up!"

**End of Chapter**

**Next bonus chapter: The Ben 10 Bleach Beach Bash!**


	18. Author's Note

Author's Note

It's come to my attention that I've been favoring Nelliel more lately in this love triangle. I realize that I haven't really given Harribel a fighting chance. Especially from those who favor a NellielxBenxHarribel pairing. I'm still unsure about that, but for this next chapter will focus more on Ben and Harribel. Also, I'll be deleting my previous author notes from this story since they're no longer necessary. Just wanted to give you all the heads up.


	19. Ben 10 Bleach Beach Bash

**Discloser: Ben 10 and Bleach do not belong to me.**

**As I said before, this chapter will be more focused around Ben and Harribel. It also includes insight on Harribel's thoughts and feelings. There is a little BenxNelliel mixed in but the rest is Ben and Harribel.**

**This is the final bonus chapter for Bleach: Ultimate Alien Volume I**

**Ben 10 Bleach Beach Bash**

"Tia?" Sandra quietly asked the sleeping Arrancar who was lying on her air mattress. "Tia?"

Harribel was a light sleeper, which came from all those nights back when she was a Vasto Lorde in Hueco Mundo and had to be on guard. She opened both eyes to see Carl and Sandra Tennyson standing in front of her.

"Mr. and Mrs. Tennyson?" Harribel asked. "Is something wrong?"

"Oh, nothing's wrong," Sandra reassured her. "We just wanted to let you know that we're gonna be out of town for the weekend."

Harribel looked at her in surprise. "You are…trusting us with your son, alone?" She knew that Carl and Sandra were still uncomfortable with having five girls living in the same house with Ben. Mainly because they feared Ben would do something that he would later regret. During her stay, Harribel had learned of many teenagers who gave into lustful urges and suffered the consequences greatly. Harribel knew well enough that Ben was not that type of boy but she couldn't blame his parents for worrying. However, she had been bothered because Carl and Sandra were always afraid that the she and the other girls might try to take advantage of Ben. So, to hear that they were leaving Ben alone with the five girls, it was unexpected.

Carl and Sandra looked at each other before looking back at Harribel. "Well," Carl said. "Sandra said that you can be trusted."

Harribel raised an eyebrow. "Me?"

"We mean no disrespect to the others," Sandra told her. "But you're the most responsible. We're willing to trust you."

Harribel slowly sat up. Personally, she was touched that Ben's parents thought this of her. She wanted them to trust her but thought that it would take much time before they did.

"Will you take good care of our son?" Sandra asked.

"Yes," Harribel said with a nod. "I will."

"Thank you," Sandra smiled.

"We're trusting you, Tia," Carl told the former Third Espada with a hint of firmness in his voice. Sandra had become trusting to Harribel but he was still a little bit doubtful. The woman said she was in love with Ben and Ben was a sixteen year old boy. Carl knew what it was like being sixteen. Ben was a good boy, but he was still a teenager and Tia Harribel was a beauty. However, Sandra was willing to trust Harribel so he was going to give her the benefit of a doubt too.

Harribel sighed. Slowly she got up. The parents had been very uncomfortable when they first saw Harribel's nightwear, but said nothing of it, in case they had possibly made the wrong assumption.

"Mr. Tennyson," she said softly, so she wouldn't wake up Apacci, Mila Rose, and Sung-Sun. "What must I do so that I may fully earn your trust?"

Carl scratched the back of his head now.

"I understand your concern but you _can _trust me," Harribel told them. "I love your son, but you both fear that all the girls, including myself, want him just for sex."

Both parents flinched for two reasons. One; the rather accurate accusation and two; she had used the word they had hoped to avoid.

"It's…it's not that…" Sandra tried to say, although Harribel had hit the nail on the head. "It's just that…for you to say that you love my son…"

"You do not believe that we know what love is," Harribel finished but kept her voice calm. She did not mean to sound rude or disrespectful, but she wasn't very fond of the accusations against her and the other girls. "Forgive me for saying this but if I had truly wanted Ben merely for lustful desires, I would have taken him and do whatever I wished to him back when he was in Hueco Mundo."

Sandra's face paled while Carl's eyes hardened.

"But upon my entire existence and honor," Harribel went on, "I have not and will never treat Ben in such a way. Neither would the other girls. We will protect your son at the cost of our own lives. Does that not show you how important Ben is to us?" _To me?_ Harribel added to herself.

Carl and Sandra looked at each other before looking back at Harribel.

"Very well, Tia," Carl said, feeling guilty now for still distrusting the girls. "I'm sorry."

"There's nothing wrong if being concerned for your boy," Harribel told him. "But you _can _trust us."

Sandra gave a sheepish smile at Harribel. "It's just…it's just gonna take some getting used to."

"I understand," Harribel told her. "But I will make sure that everything is taken care of."

"Thank you," both Tennysons said. "We let Ben sleep in on the weekends so we won't wake him up. Be sure to let him know."

"I will," Harribel replied.

Nodding one more thank you, Carl and Sandra headed out the door. Once they were gone, Harribel decided that she might as well wake Ben up. As she headed towards his room, she noticed something was missing, or rather _someone_.

"Where is Nelliel?" she asked herself. She looked up the stairs where Ben's door stood. Was it possible?

* * *

Well, a whole week had passed since Ben returned from Hueco Mundo. Ben was really glad it was summer break; otherwise he would have been in big trouble at school. But personally, Ben was surprised that he even lasted the week. Everywhere he went, the newshounds were ready to start pelting him with questions. Not in the mood to reveal the powers he'd gained from the Hogyoku, Ben would simply turn into one of his many aliens to escape the paparazzi. But that wasn't so bad. After all, Ben had gotten used to it way before he ever landed in Hueco Mundo.

Now, what really got to him was the new angle the reporters were going for. Rumors of Ben with five beautiful girls had naturally reached the ears of all the news people in Bellwood. Ben was used to just about any alien that specialized in stealth just so that he could get by.

Jimmy had been relentless in trying to find out where Ben had gone for a whole month. Ben didn't give him many details though, as Ben had a feeling that not even a devoted fan like Jimmy would have believed him. So he simply told Jimmy that he was off fighting a war in a different dimension. He left out the names Hueco Mundo and Soul Society, however. Ben also kept his mouth shut about Shinigami, Arrancar, Hollows, and other else in between. When Jimmy saw that he couldn't get any more information about Ben's whereabouts, he went for the second biggest topic concerning Ben Tennyson.: the five mystery girls.

Much to Ben's discomfort, there was already a blog about who the girls were and what the five girls were to Ben. Some believed that they were his biggest fan girls. That idea was instantly hated by those who declared _themselves _as Ben's biggest fan girls. The vast majority believed that, to Ben's chagrin, Ben had become a playboy. When Ben found that out, he was smacking his head on his desk until Jimmy begged Ben to stop. Ben did stop, only to start hitting himself again when Jimmy told him there was an online poll to see which girl was Ben's favorite. Most money was between Nelliel and Harribel. _That _resulted in Ben banging his head on the wall. On the plus side, however, many doubted that Ben Tennyson would do such a thing and many did not even believe the five girls existed. Ben had Jimmy do whatever he could to help settle the rumors but Jimmy warned him that things would not be easy due to the belief that Ben had become a playboy. Gwen and Kevin had mixed thoughts about this development. Gwen was outraged while Kevin just had a good laugh. Ben wondered if it was a matter of time before his enemy turned friend would die of laughter.

"Gonna have to pick, Tennyson," Kevin said to him one day after learning about the blog. "Can't keep leading them on."

It wasn't like he was trying to lead them on. He just didn't know what to do. He had never stopped to see the girls in a romantic way, mainly because he had been trying to get home and because of…Julie.

There was actually a much deeper reason why the two had fallen out of it. The whole thing about the two of them drifting apart was only something he told himself so that he wouldn't feel so bad. But it wasn't what really happened. It all began during a battle with the Forever Knights. Julie had gotten hurt bad, really bad, as in hospital bad. He remembered it well. Julie had come along with him, Kevin, and Gwen during a bust on the Forever Knights. Due to all the times they had beaten the Knights before, Ben thought that this mission was gonna be another walk in the park. In the beginning, it was. Gwen would throw her mana blasts, Kevin would become stone, and then Julie would have Ship turn into her battle armor to use. Julie had proven to be a valuable teammate, but it wasn't to last.

The Forever Knights had dished out some new weapon. It was small and looked like a satellite dish with a gun handle. The name was rather garbled in Ben's opinion but judging from the fact that the very sight of it made Kevin squeamish convinced him it had to be bad. Ben thought the Knights were going to use it on him, but this time they decided to think outside the box. They had attacked Julie instead. The weapon fired strange waves that caused Julie immense pain. Kevin had told him the device was made to release vibrations capable of damaging one's internal system. Ben remembered how angry he was and how the Forever Knights had cowered in fear of him. He had gone Ultimate Humongousaur and trashed everything in sight. He probably would've destroyed the Forever Knights along with their base if Julie, in her weakened form, hadn't begged him to stop. He remembered Julie weakly begging him to stop, so that he wouldn't become the very thing he fought against. It was only then that Ben stopped his assault. But he made it loud and clear that if the Forever Knights or anyone else hurt his friends again, he would make them pay.

Julie had been rushed to the hospital. But it was useless for Earth technology to heal her. Ben had been on his knees crying and begging Azmuth to use Galvan technology to fix Julie like they had for his grandpa. Azmuth was touched by the caring and love Ben had for Julie and immediately agreed. As Ben waited for Julie to recover, he received the wrath of her parents for putting Julie in danger. They said many hurtful things to him, saying that Harangue had been right about him all along for allowing Julie to get hurt like that instead of protecting her. When Julie finally recovered, she had been outraged by what her parents said to Ben. Despite her protests, her parents decided that a person like Ben would only lead her to her death. All of Julie's efforts were in vain as she was forced to leave Bellwood, by her parents' attempts to keep as much distance between them and Ben Tennyson as possible. Julie still kept in touch, but it looked like their chance of a relationship was not going to be.

Ever since then, girls had been doing everything they could to be Ben's girlfriend, unaware of what really happened to Julie. She had managed to prevent her parents from telling Will Harangue the whole story, not wanting her (now former) boyfriend to be slandered anymore. But the memory of Julie suffering like that had echoed in Ben's memories for a good amount of time. He wondered if this was to be the real life for the girlfriend of Ben Tennyson. Would any girl in his life suffer the way Julie had suffered? First Grandpa Max, then Kevin, now Julie. People close to him were getting hurt all the time and each time was much worse than the last. Who could stand to love a guy whose life hung by a thread every day? Nobody, in Ben's opinion. That was why he had become certain that he would be alone…probably for a very long time, if not forever.

That's why he had been so angry against those like Nnoitra and Szayel, who had hurt his friends. He thought that after what happened to Julie, he would never allow that to happen to anyone else ever again. Every time he saw one of his teammates get hurt by one of those Espada, it reminded Ben of Julie lying in that hospital bed. And little by little, every time a new friend got hurt, Ben would hate himself even more.

Now, being a boy his age, he was not about to deny that Harribel was attractive. But Ben had never been the type to chase after older women. He had morals and limits after all. When he first met Apacci, Mila Rose, and Sung-Sun, he saw them as teammates and that quickly grew into a strong friendship. Then came Nelliel. Naturally, he had seen the adorable little girl as a sister, albeit a rather clingy and possessive one at times. To know that she was this, and he'd be an idiot to deny, beautiful woman made him all the more nervous, especially due to Nelliel's previous declarations of love as a child. But now here he was, five girls all in love with him and he was stuck with no place to go.

Sure he knew a lot about them and he thought, while hoping Kevin never found out, that they were all very attractive. But he didn't ever think that they would become interested in him for a relationship. And thus, Ben was caught between a rock and a hard place. Those girls would eventually want him to make a choice. His problems were that, if he decided to get back into a relationship, whom would he be with, and what about the four remaining girls who would be heartbroken?

Aside from that, Ben had pretty much forbidden the girls from leaving the house. He explained about tabloids and wasn't in the mood to put up with any. Especially if Will Harangue ever found out and used the material to continue slandering him. The girls weren't particularly pleased with this. They had been hoping to look for jobs so they wouldn't be freeloaders to Ben's family. That, unfortunately, didn't seem likely. So instead, the girls had to help clean around the house. Carl and Sandra didn't mind. They had never seen the house look so clean. Not that Ben was messy, but the house was now beyond clean.

Surprisingly, the girls were adapting very well to living in human society. To be honest, Ben thought there would be things that they wouldn't understand and be really confused about. While they didn't understand some things like TV shows and video games, they fit right in. Personally, Ben was relieved. He was afraid of what would happen if he had introduced them into the human world as complete strangers.

Starrk and Lilynette were also adapting well. At first Frank and Lili, Gwen's parents, had been uncertain in letting the two stay. Surprisingly, it was Lilynette who convinced Gwen's parents to let them stay. Much to Gwen and Starrk's surprise, she had done an adorable little act in begging for them so that she and her "brother" Starrk had a place to stay. It wasn't really Lilynette that worried them. In fact, Frank and Lili positively loved Lilynette, as long as the child-like Arrancar behaved herself. Now they had nothing against Starrk personally, they were just a little worried about having a grown man in the same house as their teenage daughter. But in Lilynette's words: "Starrk may be useless but he's a good guy at heart." And so, Frank and Lili decided to give Starrk the benefit of a doubt and allowed them to stay.

Starrk was mostly seen sleeping on the couch, but it looked like Lilynette and Gwen were bonding rather well, but Starrk's other half wasn't really interested in things like meditating or reading books. Lilynette had been briefly interested in magic and tried to learn it. But because she didn't possess the right powers, she couldn't do it. One day, Gwen had come upon a sad Lilynette. The little Arrancar opened up to Gwen. She told Gwen about how she and Starrk used to be one being before separating out of loneliness. Lilynette revealed that deep down, she had been jealous that Starrk got all the stronger powers while she was left to be the weak one. Touched by how inferior Lilynette really felt, Gwen decided to teach her martial arts. Ben had seen them practice and would laugh his head off when he saw Gwen knock down Lilynette and she'd throw a big temper tantrum. It was even funnier to see her try and call on her Zanpakuto or shoot a Cero, only to remember that she couldn't now. But Gwen was always kind and patient with Lilynette, encouraging her whenever she had difficulty. In time, Lilynette had come to see Gwen as a big sister, even though she was the older one.

As for the guys, they were adapting rather well. Ben would always drop by when he had time to help fix Los Soledad up so that it was home worthy. True to his word, Kevin had Cooper take care of the alien tech so it couldn't backfire or be used by the Arrancar. Ben was not a fool when it came to Vega. He saw clearly that Vega still despised him. While Ben didn't despise Vega, he knew better than to just simply hand his trust over on a silver platter. He asked Gantenbainne, Redder, Charlotte, Pesche, and Dondochakka to keep an eye on him. Findor seemed trustworthy though so there were no problems there. It was hard to tell with Poww but it looked like the big guy didn't want to cause trouble. Nirgge, well, it was really hard to tell with him. So Ben decided to have the gang keep an eye on him as well. Ulquiorra kept to himself if he could. He and Ben barely talked to each other. In fact, whenever they'd meet up, it was Ben who did all the talking. Aside from fixing things up, Ulquiorra was mostly in the library, reading books to pass the time. He had also taken an interest in Professor Paradox and was reading his files on the Los Soledad computers.

* * *

It was Saturday morning today and Ben found himself walking up to something soft touching his cheek. Groaning inwardly, he said, "Good morning Nelliel," for it was her hair that was resting on his cheek.

Just like Nelliel had predicted, she had been sleepwalking all week over to his bed. It was sheer luck that prevented the two from being caught by Ben's parents or by one of the other girls. Every morning, Ben would wake up to find Nelliel cuddled up next to him. Sometimes she would just sleep near him while other times she was too close for comfort. Nelliel would always be embarrassed, constantly promising Ben that she didn't mean to. For Ben, he was caught between a rock and a hard place. The day after that first morning, he had locked his door, thinking that it would help. Boy was he wrong, in more ways than one.

* * *

_Flashback:_

_Ben was sleeping soundly that night. He had to admit that he had been really freaked out when Nelliel first appeared in his bed and it was made worse when Nelliel said that she sleepwalked to be with him. But now he was ready and simply locked his door. Ben didn't know how to handle a sleepwalker, so he hoped that if Nelliel saw that the door was locked and that she couldn't get to him, she would give up and go back to her own bed. Ben knew it had to be done. If his parents saw Nelliel in his bed, they would freak out and start jumping to conclusions and make accusations. And if the others ever found out…well he didn't want to think of it._

_Ben's peaceful slumber was disturbed when he heard a rattling sound. It took him a minute to realize that it was his door handle. Confused, Ben walked to his door and opened it. Much to his horror, it was Nelliel. Her eyes were closed but she had a smile on her face._

"_Ne…" Ben started to say before Nelliel suddenly threw herself at him. Ben could nothing as the two of them fell to the floor. Ben had to bite his lip to keep himself from screaming out in pain. Then he froze as he felt Nelliel's arms wrap around his waist and pull him closer to her body. With a sigh of content, Nellie nuzzled her face in Ben's chest, causing his own face to light up like a Christmas tree. Her body was warm and he was trying very hard to ignore how soft her body felt next to his._

"_Nelliel," he hissed. "Nelliel, get off me!" He put his hand on her shoulder and began to push her off. Frowning, Nelliel shook her head and pulled Ben closer. As she did, a smile was on her face like a little girl cuddling with her teddy bear. Ben groaned. How in the world was he supposed to wake her up without waking everyone else up? He tried sliding out of her arms but she tightened her already tight grip on him._

"_Nel loves Ben," she whined in a voice that sounded like her kid voice. Gulping, Ben tried his best to wake her up again._

"_Nelliel," Ben called, "Nelliel please wake up!" He grabbed her shoulders again and started shaking her to wake her up. Nelliel's eyes slowly fluttered open. Hazel eyes looked into green eyes._

"_Ben?" Nelliel asked, confused. She looked down and immediately blushed when she realized what was going on. She immediately leaped back off Ben, waving her hands in front of her. "I'm sorry Ben!" she said. At the moment, Ben was just glad it was a whisper.

* * *

_

And so that's how it went. Ben never locked the door again. He feared that if he did, Nelliel would shake the door handle to much that it would wake the others. Or worse, she'd break the door down. Then they'd really be in for the whole week, Ben was forced to endure waking up to Nelliel cuddling with him. But he couldn't help but wonder; was she really sleepwalking or was that an excuse for her to get close to him. And did she have any idea what it was doing to him?

As for right now, Nelliel had woken up and realized that she had done it again.

"Oh no," she groaned. She looked up at Ben and he could see sincerity in her eyes. "I'm really sorry about this, Ben. I'm not doing it on purpose. I promise"

Ben softened. He could tell she was telling the truth and that she was really feeling bad. Still didn't make him feel comfortable with having a girl in bed with him. Feeling his cheeks redden, Ben got up out of bed.

"No offense," he said kindly. "But we really need to do something about this, Nelliel."

Nelliel sat up and looked down at the ground. "I know," she said quietly. But the truth was, even though she would never take advantage of Ben, she…kind of liked waking up next to Ben each morning. Granted, she wasn't sneaking into his room on purpose. But it felt really nice to wake up and see him in her arms, close to her body. She had missed those times when she and Ben used to be so close. Now…now she was hoping to experience that again.

"What are you two doing?"

Ben spun around to see Harribel standing in the doorway. She was looking back and forth between Ben and Nelliel. A suspicious look was in her eyes. Ben gulped, wondering how in the world he was going to get out of this one. Taking a deep breath, Ben was about to explain when…

"I came to wake Ben up," Nelliel lied to Harribel. Harribel looked at Nelliel as she said this, which was a good thing as Ben's reaction would have blown their cover.

But Harribel was not convinced. She was looking at the way the blanket and could tell from the way it was arranged that Nelliel had pulled it off of her. And the only reason she would have pulled the blanket off of her was if she'd slept in Ben's bed. Although Harribel could see that the two had not done anything, it didn't help the situation. Had Ben allowed Nelliel to sleep next to him? Harribel felt something heavy in her chest. Truth be told, even though she said that she would accept Ben's decision with any of the girls, she never said that she would be happy about it. Well that wasn't entirely true. She would be happy if one of her Fraccion got to experience happiness with Ben. It was Nelliel that she was worried about. Harribel was surprised to see that she was actually jealous. She was all too aware of the closeness Ben and Nelliel shared. Frankly, her jealously came from the thought that Ben would never look at her like that. Always Ben seemed intimidated or merely polite to her. She would never force him to accept her feelings but…she didn't want to be ignored either.

"You are lying," she told Nelliel. "You were in his bed with him."

Nelliel looked down at the floor. "It's my fault," she explained. "I was so used to sleeping next to Ben as a kid that I sleepwalk to his bed now."

Harribel's eyes narrowed. "You have done this before." It was not a question, but an observation.

Feeling sheepish under the spotlight, Nelliel nodded. "It's been going on this entire week."

"And Ben allowed this?" Harribel asked. She felt another pang of jealousy. Not because of the sleeping next to Ben, but the fact that Ben would allow Nelliel to be near him so casually while he was always nervous and uncomfortable while so much as hugging Harribel herself. Did Ben find her too intimidating to be around despite her feelings? What more did she have to do to convince him that she wanted and even welcomed the chance for him to be close to her?

Cringing, Ben looked at the ground. "I was afraid of what Nelliel would do in her sleep. I tried locking my door once and she nearly woke up everyone by rattling the handle. So I thought I might as well let her. I was afraid something like this was gonna happen."

Harribel looked back and forth between them. There was no deceit from either of them.

"I understand," she said evenly. "But something must be done. You both are lucky that it was me who caught you and no one else."

Ben's face paled. "Where are my mom and dad?"

"They said they would be out of town for the weekend," Harribel answered. "They also told me that they allow you to sleep in weekends. It was lucky that they do."

Ben nodded in agreement. After that there was nothing but silence for a while. "Um…" Ben said. "I'm gonna go wake up the others." With that, he walked out the door, leaving Nelliel and Harribel alone in the room. With a sigh, Nelliel looked up at Harribel.

"You know I would never do anything to Ben," Nelliel told her successor.

"I am aware," Harribel said. "But something will be done."

Nelliel couldn't help but narrow her eyes. "I hope you do not believe I am using my sleepwalking as an excuse to get closer with Ben."

"I did not say that," Harribel replied. "But if we do not do something about this situation, Ben's parents will eventually find out and assume the worst. They still do not trust us, fearing that we see Ben as nothing more than a toy."

Nelliel sighed again. "It's strange," she said as she looked down at the ground. "We both love the same person but we're willing to help each other."

"The final decision is for Ben to decide," Harribel said. "If he does choose you, I will accept it. But I do not intend to lose to you."

And so the challenge was laid bare. Harribel loved Ben dearly, and she did not want to lose him to Nelliel and she was very certain that Nelliel felt the same way.

Nelliel looked back up at Harribel. "I do not intend to lose to you either," she replied before softening. "But we both know that Ben would not want us fighting over him."

"I know," Harribel agreed.

With that, Nelliel got up and started walking out the door. "I'll go make breakfast," she said. "I want to try that pancake recipe that Mrs. Tennyson taught me."

And so, Nelliel walked out the room, leaving Harribel as the sole occupant at the moment. She simply stood there, her arms folded underneath her chest.

"Ben," she whispered to herself. "What must I do so that you'll notice me?"

Just then, that strange flicker came back into her mind. Unlike the first two times, it lingered longer. It looked like an area of some sort. Some place familiar. But where? And why was she even having these flickers in the first place?

* * *

Harribel had spent a long time contemplating the reason for the strange flickers but without any success. With no other choice, she went back downstairs to get her clothes for today. She could smell food cooking and knew that Nelliel was working on her pancakes. Harribel had still found it rather unusual to be taken care of by the Tennyson family, but she also found it rather…touching. After changing in the bathroom, Harribel looked into the dining room where she saw Ben and the other girls already dressed and eating.

"Don't hog all the syrup, Mila Rose!" Apacci yelled. Mila Rose, who had been pouring the syrup on her own stack of pancakes, stopped to look at Apacci.

"Like you need anymore," she retorted. "You're gonna get fat eating that load on your plate." She indicated Apacci's plate of pancakes with a tilt of her head.

"What did you just say?" Apacci snapped, causing her and Mila Rose to glare at each other.

Ben, who had been happily drinking some orange juice, sighed. "Do you guys have to do this now?" he complained. "I just started eating."

"Pay them no mind, Ben," Sung-Sun said comfortingly. "I supposed it can't be helped that they have such low standards of maturity."

"Shut up, Sung-Sun!" Apacci and Mila Rose yelled.

"You got to admit," Ben said. "She does have a point. The last time you guys argued, you nearly broke the table. In fact, I'm surprised the thing's still standing."

Apacci and Mila Rose's faces of anger evaporated and were replaced of faces of shame instead. Both mumbled apologies.

"It's alright," Ben reassured them. "But you nearly gave my mom a heart attack."

That only made the two's heads droop.

"So, Ben," Nelliel said, hoping to lighten the mood. "What do you think of my pancakes?"

Ben, who had just swallowed a piece, smiled at her. "They're delicious, Nelliel." This caused her to beam with happiness. She was tempted to run over and hug him but quickly fought the urge.

Then Ben frowned a little. "Where's Harribel anyway?"

"I'm here," Harribel said, walking into the room. Ben looked up at her and smiled, as if the events earlier had never happened. He picked up a plate of pancakes.

"Here you are, Harribel," He said. "We saved you some pancakes too."

Harribel walked over and took the plate. However, she touched Ben's fingers with her own as she pulled the plate out of his hands. While she wasn't going to force him to accept her feelings, that didn't mean she couldn't give him affection. Harribel had felt the way Ben's fingers had been stiff when they touched hers. As that happened, Harribel wondered to herself if Ben would have acted like that if Nelliel had been the one to touch him. She wanted Ben to be comfortable in her presence, because if he wasn't even comfortable around her….then her love would never be returned. Personally she hated it, having Ben so close yet so far away.

_Can't you see that you're the only one who makes me feel like this, Ben?_ Harribel thought as she sat down. _That you've changed everything that I believed in back when I was a Vasto Lorde? If there is only one thing that I can thank Aizen for, it's making me an Arrancar so I could meet you. And now…now it feels like there is a wall between us._

And then it happened. It was the flicker again. And this time, Harribel could remember some of it. It looked like a desert in the night. Hueco Mundo? Why was she thinking about Hueco Mundo? What significance did it have to the flickers?

Just then, there was a knock at the door. "I'll get it!" Ben said quickly as he got up. A big rule with the girls staying was that none of them were allowed to answer the door unless it was Kevin, Gwen, or one of the Arrancar. The reason being was, as usual, fear that the media would find out and jump to conclusions. Too afraid to see the reactions, Ben had kept mum about the internet saying Ben was a playboy and the five girls were his mistresses. And he hoped it would stay that way. Taking a deep breath and praying that it wasn't paparazzi or Kevin, Ben opened the door. Standing in the doorway was an elderly man with a somewhat large belly and wearing a red Hawaiian shirt.

"Grandpa!" Ben shouted happily as he hugged the older man. Sure enough, it was Grandpa Max. Galactic, if not universally, renowned Plumber and one of the greatest people in Ben's life.

"Hey, Ben," Max said warmly. "Just came to check up on you and see how you've been. I haven't seen you in over a month after all."

Back in the kitchen, the girls overheard everything with interest. They had heard Ben talk about his grandpa many times. He said that Max was a Plumber, whatever that was, and always spoke highly and admiringly of him. Not wanting to put Ben in an awkward situation, the girls slowly peeked as they saw Ben and Max hug each other. Apacci, Mila Rose, and Sung-Sun looked at each other in confusion before looking at Max again. He didn't seem all that impressive as they thought he would be. Nelliel was too busy smiling at the warm moment between grandfather and grandson. She was happy to see Ben have such a loving family, a family that she hoped she would someday be a part of. Harribel was studying Max. She could see that there was more to him that met the eye. Even though he had a happy look on his face, she could see that this man had experience in terms of battle. Despite his appearance, this Max Tennyson had been a warrior, possibly still one now.

Max had stopped hugging Ben and was looking at him now. "Ben," he said with a good natured shake of his head. "You have no idea how worried we all were when you disappeared."

Ben scratched the back of his head. "Well…you see…I…"

"No need," Max smiled at his grandson. "Gwen already told me."

Ben's eyes became wide as he paled. "She did?"

Max nodded. "She told me about Hueco Mundo and the war between Soul Society along with Paradox dumping you there to help end the war."

"Really?" Ben asked in a very small voice. "Did she mention anything else?"

Max smiled teasingly at his grandson. "You mean other than the fact that you drew other kinds of attention while you were there?"

_Gwen, you sold me out!_ Ben screamed in his head. Back in the real world, he did absolutely nothing.

"Don't hold it against your cousin, Ben," Max told him gently. "She's just concerned for your wellbeing. After all the stuff that's happened to us before, can you really blame her?"

Ben sighed as he looked at the ground. No, he guessed he couldn't blame her. But how long would it be before Gwen would stop being such a worry wart?

"So," Max said loudly so that his voice could be heard all over the house. "Where are the ladies who've taken a liking to my grandson?"

"Grandpa!" Ben groaned loudly.

Max chuckled at him. "I think I've earned the right to embarrass my grandson after a month of him going missing."

Ben's arms drooped. "You've been talking with my mom, haven't you?"

"She was concerned," Max admitted. "But I have a feeling that these girls really do care about you."

Ben nodded sheepishly. "Yeah," he replied. "They do."

"So," Max said. "Where are they?"

"Greetings, Max Tennyson."

Max saw the five girls coming out of the dining room now. While he was expecting five rather lovely girls, he was still taken aback by the two most likely oldest girls. He knew from Gwen's descriptions who each of the girls were. But now that he met them, he was rather curious about Nelliel and Harribel. He had been told about Arrancar from the little knowledge Gwen knew about them. Needless to say, Max had been fascinated by these spirits known as Hollows, Shinigami, and Arrancar. But it wasn't that which really concerned Max. Having loved and even married a female alien, he remarkably had no problem with Ben dating a non-human female. The only problem he had was the most likely difference in age. Harribel looked like a woman in her twenties with the body of a model. It was a little harder for him to guess Nelliel's age since she seemed to be a cross between a late teenager and her twenties. And her figure was as much of an eye catcher as Harribel's was. Unlike Carl and Sandra, however, Max knew not to judge a book by its cover and decided to find out more about the girls.

"Greetings," he finally said politely. "I'm Max Tennyson, Ben's grandfather."

"Hello, Mr. Tennyson," the girls said before they each introduced themselves in turn. Although Max already knew who they were, he said nothing out of politeness for the girls.

"It's a pleasure to meet each of you," he said once the girls were done introducing themselves. "I'm grateful to you for taking care of my grandson. I'm pretty sure he was a handful."

Ben pouted and grumbled a little while rolling his eyes. Apacci and Mila Rose snickered while Sung-Sun and Nelliel giggled.

"You should proud of your grandson," Harribel told the elder Plumber. "He's a fine man."

Max beamed happily. "I think so too," he agreed. "Mind if I sit down, Ben?"

"Of course not, Grandpa," Ben said.

Nodding in thanks, Max sat himself down upon the couch. "Even though Gwen told me all she could," he said. "I think it might be best if I get the story straight from the source."

Ben scratched the back of his head as he sat down in his dad's armchair. He had a feeling that sooner or later, his grandpa would find out about his adventures in Hueco Mundo. Now he had some explaining to do. So that was exactly what he did. He told his grandpa the whole story. Max listened as Ben recounted waking up in Hueco Mundo, heading towards Las Noches, battling Runuganga and Dordonii before being brought before Aizen and impressing him after fighting Yammy. He then went on to describe his other adventures in Hueco Mundo. He talked about the different Espada and how Baraggan made him battle Charlotte and Redder and then choosing to be Harribel's Fraccion. Apacci, Mila Rose, and Sung-Sun added their own parts to the conflict between Nnoitra and Ben while Nelliel told Max about her first encounter with Ben and all the things they did afterwards. Next, Ben explained how he first came to Karakura Town. When Ben said that name, Max's eyes flashed in recognition for a moment before he returned to listening to Ben's story. Ben was recalling his battle with Captain Hitsugaya, Matsumoto, Yumichika, and Ikkaku. Next came the important parts like Nelliel regaining her true form, Ben learning the truth about Aizen, the battles with Nnoitra, Szayel, Ulquiorra and Yammy, and then the dramatic showdown in Karakura Town, concluding with the aftermath. What Ben didn't notice was Max's eyes flashing again when Ben had mentioned Ichigo and Isshin Kurosaki.

"Wow," Max chuckled. "I've had lots of adventures in my day but nothing even close to what you've been through this past month. Although, my time helping in the Null Void might count. Almost."

"So Mr. Tennyson," Nelliel started to ask.

Max smiled warmly at her. "You can just call me Max, Nelliel," he said kindly.

"Oh, okay," Nelliel smiled now. "Um…what do you do exactly? Ben said you were a plumber but…"

"Well," Max said. "The Plumbers that I'm part of is an order force dedicated to preserving peace in the universe. Basically, we're like Shinigami but on a much larger scale."

"I see," Harribel noted. In her opinion, that was a bad comparison. Despite being allies with them, Harribel was still not fond of Shinigami due to the strong hatred between them and Hollows. But…she had to admit that she was willing to make some exceptions.

"I tell ya," Max said. "I never would have predicted during that summer vacation six years ago."

"Six years?" Sung-sun asked. She counted the numbers in her head and she gasped in comprehension. "Oh, that was the year Ben found that predecessor to his Ultimatrix. I believe it was called the…Omnitrix, was it?"

Max nodded. "The Omnitrix was originally created by Azmuth to preserve the DNA of the numerous life forms out there in the far regions of space and so that those who used the Omnitrix would know what it was like being in another being's shoes. Unfortunately, there are many so saw the incredible power the Omnitrix granted and sought to use it as a weapon of war. One such person was my old enemy, Vilgax. In fact, it was thanks to him that Ben even got the Omnitrix in the first place."

"Really?" Apacci asked Max.

"Really," Max answered. "Vilgax was after the Omnitrix, so an old friend of mine, Xylene, had sent it to Earth so he wouldn't get his hands on it. She originally meant to send the Omnitrix to me, but it went to Ben instead because of our similar DNA.

"I found the Omnitrix and couldn't get it off my wrist," Ben said. He remembered his ridiculous attempts at trying to get the Omnitrix off.

"Since then," Max continued. "Ben began using the Omntirx to help people in need. I will admit, there were times when Ben used the Omntrix more for mischief more than he should have."

"I was only ten!" Ben whined, trying to defend himself. Nelliel, Apacci, Mila Rose, and Sung-Sun all laughed at Ben's whining, causing him to blush and look down at the ground sheepishly.

"But I am proud of you, Ben," Max told his grandson. "You did good."

Ben smiled, happy to hear that praise. Just then, there was a knock at the door. Max raised an eyebrow. "Were you expecting anyone?"

Shaking his head, Ben went over to the door to see what was going on. He opened it and saw Kevin and the Arrancar all standing in the doorway.

"What's up, Tennyson?" Kevin said with a smirk. "Enjoying your weekend?"

Ben scowled, not sure if Kevin was being honest or just trying to tease him again.

"Hello, Kevin," Max said. "I see you've brought some friends."

"Who's the old guy?" Redder asked Kevin. Kevin's smirk grew.

"That old man happens to be Ben's grandpa," Kevin told him. Redder gulped when he realized his slip up.

"It's alright," Max said with a smile. "I'm not young anymore."

And so, Max went off to introduce himself to all the other men. Like everyone else, he was rather uncomfortable around Charlotte but saw past it. When he introduced himself to Findor and Poww, they were both polite with him. Nirgge and Vega seemed more hesitant. Ulquiorra saw this and his eyes narrowed. Pesche and Dondochakka threw themselves at Nelliel, comical tears pouring out of their eyes. They really missed her.

"So, Kevin," Max said once introductions were finished. "What brings you here?"

"We received a message saying that we were to meet at Ben's house," Ulquiorra answered.

"Message?" Ben asked. "What message?"

Kevin looked at him now. "You mean you didn't send it?"

"I didn't send anything," Ben said. He looked over at the girls. "Did you?"

The girls shook their heads.

"Then who…?" Kevin was about to ask before he was interrupted by a knock at the door. Curious, he opened the door. Gwen stood outside the door along with Starrk and Lilynette.

"Hey guys," Lilynette said with a smile. "How's it going?"

"Hey," Ben replied, confused. He wasn't bothered about everyone being over, but they always planned things out due to how many people they had. This was too sudden.

"Say, Gwen," Kevin said. "Did you get a message saying that we needed to meet up at Ben's?"

Gwen nodded. "I thought one of you guys sent it."

"It wasn't us," Kevin replied.

"Not us," Ben agreed. The girls nodded their heads to confirm it.

Max chuckled, "I promise, I didn't plan this."

Starrk raised an eyebrow at everyone, "If no one here sent the message, then who?"

That's when another knock came at the door. By now really confused, Ben walked over to the door and opened it. The next thing he knew, he was caught up in a hug that sent his face flaming.

"Ben!" Rangiku Matsumoto cooed as she hugged Ben, pressing his face into her cleavage. "It's so nice to see you again!"

"You again, Cow-chest?" Mila Rose snarled. "Let go of Ben!"

She and Apacci immediately ran over to Ben and pulled him away from Matsumoto. Ben fell on the floor with a horrified look on his flaming red face. He didn't attempt to speak or move. He just sat there in frozen horror.

"Now look what you did!" Apacci yelled. "What is your problem?"

"But I was so happy to see Ben again," Matsumoto whined. "You're all so mean, not letting me hug him."

"You were trying to suffocate him!" Mila Rose roared.

Kevin and Lilynette both burst out laughing and most of the guys snickered while Ben curled up into a ball, wishing the floor would just eat him up. Max got up from the couch and walked over to Matsumoto. "You seem to be a friend of my grandson," he said politely, holding out his hand. "I'm his grandfather, Max Tennyson."

Matsumoto shook his hand warmly. "Rangiku Matsumoto," she said. "And let me just say that your grandson is absolutely adorable!"

Ben tried to compact himself even more as Kevin and Lilynette snickered at him. Gwen rolled her eyes in annoyance.

"You should have seen him when he fell into the Fountain of Youth and turned into a five year old," Max said with a chuckle. "You would have really called him adorable."

"Grandpa!" Ben cried out in indignation.

"Even more adorable?" Matsumoto gushed. "Oooh~ I wish I could have been there!"

Ben groaned. Just when he thought this day was going to be fine.

"What brings you here, Matsumoto?" Harribel asked, curious as to why a person from Soul Society would be here.

Matsumoto was all smiles. "I'm so glad you asked." She said. "Soul Society is celebrating the end of the war by having…a beach party!"

"A party?" Ben asked curiously.

"Uh-huh," Matsumoto answered. "Our last beach party didn't go so well, but this one's sure to be a hit. And guess what? You're all invited!"

"Seriously?" Kevin asked, grinning. "Where's the beach at?"

"Don't worry," Matsumoto told him. "Paradox made sure to leave instructions for us in case we ever needed to contact you guys. He mentioned you have a jet that we can use to fly to the beach."

"Sounds nice," Gwen said.

Starrk scratched the back of his head. "I don't know," he said. "That stuff's not really my thing." That earned himself a kick from Lilynette.

"Nothing's your thing, Starrk," she grumbled.

"No problems there," Matsumoto said. "There will be plenty of places for you to sleep at, Starrk." Then she playfully added. "You lousy party pooper."

Ulquiorra gave her a deadpanned look. "I do not see the point in me wasting my time playing around in water and sand. I will not be going."

"Aw, come on, Ulquiorra," Matsumoto pleaded. "You'll enjoy it. I know so. Besides…Orihime will be there and she'd really like it if you were there too."

Much to Ben's surprise, Ulquiorra was looking at the ground in thought. Was he actually considering going just because Orihime was there. Ben grinned to himself.

"I'll go," he said finally.

Matsumoto beamed. "Wonderful!" She looked over at the others. "Are you coming?" she asked.

"Sure!" Pesche and Dondochakka said.

"I'd love to go," Nelliel replied.

Apacci and Mila Rose exchanged uncertain glances at each other, wondering what to do.

"We might as well give it a try," Sung-Sun admitted to them. "How can we enjoy the human world if we don't partake in some of their activities?"

"That's the spirit, Sung-Sun!" Matsumoto chirped.

"…Fine," Mila Rose relented.

"We'll…go," Apacci said.

Matsumoto then turned to look at Harribel. "Are you coming?" she asked sweetly.

Harribel thought about it. She was uncertain if she would actually go to a beach. But…she decided that this might be her chance where she could finally become closer to Ben.

"I'll go too," she said.

Matsumoto's smile could put a solar flare to shame. Then it turned sly. "But first…we need to go shopping!"

"Shopping?" Ben asked as he raised an eyebrow. "For what?"

Kevin deadpanned at his friend. "Tell me you're joking," he mumbled.

"Why, Ben," Matusmoto said in surprise. "We need to get them all swimsuits of course." Then she added coyly. "And we need to get the girls some bikinis."

Ben paled. _B…b…bikinis?_ Gulping, he got up. "You know, guys," he said in a shaky voice, "I…I'm not…feeling well. It's….probably b…best if….I….stay home today."

Nelliel looked at Ben in concern. Kevin on the other hand had a nasty grin on his face. "What's the matter, Ben?" he teased.

Paling even further, Ben continued. "Well…I'm….I'm just feeling weird all of a sudden."

"You sure that ain't anticipation?" Kevin taunted.

Ben's once pale face was now a lovely shade of red.

"Odd," Nelliel said, looking at Ben. "You were just fine this morning."

Ben resisted the urge to smack his own forehead.

"I think the sun will be just good for you," Kevin told him. "Nothing like good ole' Vitamin D to perk you right up."

"That's a good idea," Max agreed. "Say, you don't mind if an old crab like me comes along do you?"

"Of course not!" Matsumoto replied. "Any friend or family of Ben's is welcomed any time. Now, how about we go shopping and getting some swimsuits! Where's your mall at?"

"I know where it is," Gwen said. "I can take you there."

"Good," Matusmoto said with a nod. "No while we go and get everyone their swim cloths, Ben can stay here and get ready." She smiled mischievously. "Besides, it gets to be a surprise when Ben sees what the girls buy."

Ben groaned, curling back up into a ball again.

"Come on, everyone!" Matsumoto said as she punched the air. "It's shopping time."

One by one, everyone filed out until Ben and his grandpa were the only ones left.

"It looks like you've got quite a handful, Ben," Max chuckled.

"Don't remind me," Ben mumbled.

"Gwen told how those five are in love with you," Max continued, causing Ben to look up at him. "Guess the ole' Tennyson charm worked well for you."

"Tennyson charm?" Ben asked incredulously. "We actually have something like that?"

"We do," Max said before jokingly adding. "But I don't think any Tennyson in history won the hearts of five girls at once."

"Boy, lucky me," Ben mumbled dryly.

"But, Ben," Max now said with a serious tone. "Have you…"

Ben shook his head. "I haven't. I know they'll want me to choose one of them in the end but…is that really fair for them?"

Max walked over and put a hand on his grandson's shoulder. "I know you care about them, Ben. But you have to realize that you might be hurting just as badly by not choosing."

Ben looked at his grandpa in shock. "Really?" he asked.

"Ben," Max said. "By not choosing, the girls might start to think that they're not good enough for you and that you don't care about them."

"But I do care about them," Ben pointed out. "I just never thought that I…"

"Is there something wrong about those girls that would make you not want to be with them?" Max asked.

"Of course not," Ben said. "It's just that…five girls liking me at once is…"

"I know that it's gonna be hard," Max told him. "But you can't keep leading them on like this."

"I know," Ben muttered as he looked down at the ground. "I know."

Max had seen how depressed Ben had become when Julie's parents had made her leave. When Gwen first told him that five girls were in love with his grandson, he was more than shocked. But now that he had the chance to meet them in person, he saw that they truly cared about Ben and could be the ones to take that secret pain Ben had been feeling since Julie had gotten hurt.

_I know you girls would take good care of Ben, all five of you. Whichever of you Ben chooses, you have my blessing. Just please make sure to help my grandson.

* * *

_

"Now let's see," Matsumoto said with a look of sheer glee on her face. "What should we buy you?"

Gwen and Kevin had led the Arrancar to the local mall. Naturally they attracted quite a crowd of onlookers. Unlike the oblivious Nelliel or the uncaring Harribel, Matsumoto practically drank in the attention, doing everything she could that would cause heads to turn her way. The crowd of onlookers had different opinions. The boys enjoyed seeing the girls with the figures of models but found themselves self conscious about the guys, namely Ulquiorra and Starrk, who had gained a lot of attention from the females. Now, they had reached a store in the mall that sold swimsuits. Needless to say, many guys followed them into the store, hoping to see even more of those gorgeous bodies.

"Get lost!" Apacci yelled, nearly breaking the arm off of some guy that had tried to hit on her. Naturally the guy ran as fast as he could. That caused the boys to back off, but some of them were still very bold, believing their suave nature could sooth the savage beast. Apacci was sick and tired of those guys following them around, acting like the girls were defenseless lambs for the slaughter and she was also ticked because Matsumoto had recommended that she wear a one piece instead of a bikini.

"I don't see what the problem is," Sung-Sun said. She stepped out of the changing room wearing a lavender one piece. The boys who chose to stay were practically drooling at her. "I don't mind this." Apacci couldn't tell if she meant that she didn't mind wearing the one piece or didn't mind the attention.

"Apacci's just jealous because she doesn't have the body for a bikini," Mila Rose said as she stepped out of the changing room next to Sung-Sun's. She was wearing an orange bikini and now the boys had their tongues drooping out of their mouths. Mila Rose gave them a look of disgust.

"Here you go, Nelliel!" Matsumoto said, running up to the green haired woman. "The perfect outfit! It matches your hair."

Nelliel raised an eyebrow of confusion as she looked at the bikini Matsumoto was holding for her. "Um…isn't it a size small?" she asked. The eavesdropping boys nearly had heart attacks.

"Nonsense," Matsumoto replied with a wave of her hand before handing the bikini over to Nelliel. "Besides, there's nothing wrong with showing off that figure of yours."

Nelliel looked down at the bikini. "Well…alright," she said as she walked over to the changing rooms. The boys were looking at her eagerly as she went into one of the stalls.

By now, Harribel had enough. She calmly walked to the crowd of boys. Instantly, their cheeks were red, their eyes were wide, and their jaws hung open as they saw that one of those gorgeous beauties was actually right in front of them. Maybe she was offering to go on a date with one of them. Heck, even if it was one date, they'd be more than happy to have just one with an exotic woman like that.

"Get out," Harribel said in a low and cold voice. This stunned the boys, who simply stood there and blinked dumbfounded. "Get out now."

"What?" one of the boys asked. "We're just shopping for clothes."

"You are not," Harribel said. "You have come here merely to stare at us as simple objects of your sexual urges. We do not appreciate that, so leave."

"We're not doing anything wrong," another guy said. "We're just enjoying the view."

"I do not doubt that," Harribel replied dryly. "But if all you're going to do is stare at us, then leave."

"I don't hear them complaining," a third boy said before he looked over at Apacci, "Except that one."

Apacci became so angry that she grabbed a clothes rack and was about to chuck it at the guy.

"Apacci," Harribel said sternly. "That won't help."

"Harribel-sama!" Apacci cried, for one pervert tried to touch Harribel's backside.

While she no longer had the speed she wielded when she was an Espada while in a Gigai, Harribel was still pretty fast. Before the guy could lay a hand on her, she turned back around and twisted the pervert's arm so bad that he cried out in pain and fell to his knees.

"Do not touch me," Harribel said in a voice so cold it would have put Big Chill to shame. She released the guy's arm and he quickly crawled away from Harribel. She looked over at the other boys and saw that they were shocked speechless. "The same thing will happen to any of you who land a hand on me or the other girls. Now leave."

The boys didn't need telling twice, so they cleared out of the place as fast as they could.

"Whether it is Hollows or humans," Harribel said in that icy tone even after the boys had left. "Most men are disgusting."

"Not Ben," Nelliel said, sticking her head out of the changing room. "Um…Mastumoto? I'm gonna get something else. This is a little tight."

"Let me guess," Gwen said as she walked over to them. "Matsumoto's at it again?"

Apacci, Mila Rose, and Sung-Sun nodded.

"What?" Matsumoto asked. "That girl's got a great figure. She should show it off more."

"But…" Nelliel said hesitantly from the changing room as she put her normal clothes back on. "What if…Ben's uncomfortable about it?"

"Why should he be?" Matsumoto asked her. "Boys love a girl with a good figure and great chest. Yours is as big as mine, Nelliel." Matsumoto then folded her arms under chest and started pushing it up with them.

"Ben is not some pervert," Gwen told her with a shake of her head. "He doesn't care what girls look like. He always cared about what was inside your heart instead of how your body looks."

"Awww," Matsumoto gushed. "That is so _sweet!_" She sighed. "Why can't guys be more like Ben?"

Harribel ignored Matsumoto as she began looking down the aisle of swimwear. That is, until the female Shinigami was right next to her.

"By the way, Harribel," Matsumoto said. "What was _that_ back there? You never struck me as the type of girl to be modest. After all, I've seen your sealed and unsealed state. You seemed fine with showing off your body before." Then her eyes widened before becoming coy. "I get it. You've decided your body is for _Ben's eyes only._" She squealed. "You must really love him!"

Harribel ignored her, trying to also ignore the feeling inside of her. Many believed that Hollows didn't have hearts. But now, Harribel felt as if something was hurting. A flicker of emotion must have slipped because Matsumoto was looking at her in concern. "What's wrong, Harribel?" Matsumoto asked, all teasing gone from her face. Harribel still said nothing but Matsumoto was persistent. "It's about Ben isn't it? Has he done something wrong?"

"No," Harribel replied quietly, "He's done nothing wrong."

"But it is about Ben," Matsumoto figured. "And maybe it's not something he's done wrong. Maybe…it's something he's not doing at all."

Harribel was impressed by Matsumoto's deduction. Despite the woman's outgoing personality and lack of modesty in herself, Matsumoto did seem worthy of being a lieutenant of the Gotei 13.

"Harribel," Matsumoto said in a tone that was all but serious. "I know that Shinigami and Hollows don't get along. But I'd really like to be your friend. Please tell me what's wrong."

Harribel looked over at the other girls, who were too busy looking through swimsuits with Gwen giving them advice. She looked back at Matsumoto and spoke in a low voice.

"All my life as Hollow, I had to keep my guard up, refusing to allow myself to become prey to any man who would merely look down on me for being a female. Even when I became an Arrancar, I kept my guard up. I could trust no one but my own Fraccion and, at the time, Aizen. The only two of the Espada I had any respect for was Ulquiorra and Starrk, but only because they were not like the other males of Hueco Mundo. Then, one day, this one boy comes along and changes everything. He's the side of man that I never believed would exist, even among humans. The things he did in Hueco Mundo. The things he did before he and I met. I found myself falling in love with him but….but now…"

"He doesn't even notice you, does he?" Matsumoto asked softly. Harribel shook her head.

"The one man I am more than willing to share my life with does not even care," she said quietly. "I intimidate him. The two of us have only shared a few tender moments, and each time it was because I initiated them. In fact, if it hadn't been for me, Ben would have never considered sharing a moment with me."

"Oh, Harribel," Matsumoto said. "Don't think like that. You have to remember that there are five of you. Ben, being the type of guy he is, must still need time to accept all of this."

"It's more than that," Harribel admitted, wondering why she was opening her heart to this woman that she barely knew. "Am I too intimidating for him to love me? Will he always look on me with unease and nervousness? He does this with me far more than he does the other girls."

Matusmoto tapped her chin. "Well," she said. "He was your Fraccion, right? Maybe he thinks that makes a relationship with you off limits."

"I don't want Ben to think that," Harribel told her. "I don't want him to be afraid of me. I don't want anything like that. I want his love. But it seems that I will never have it."

"It's not your fault."

Matsumoto and Harribel both turned to see Kevin standing behind them.

"How long were you listening?" Harribel asked.

"Long enough," Kevin told her. "It looks like you really want Tennyson to like you." He saw the look Harribel was giving him. "Okay, _love_ you. The thing is it's never really easy with Ben. What were you like before you met Ben?"

"I was a warrior," Harribel answered. "Back then, I was honored to be placed as the third most powerful of Aizen's Espada. I cared for Ben and protected him whenever I could."

"That's your problem!" Kevin said. "Ben's too used to the warrior inside you. You need to make him realized that there's more to you than that. Ben's probably intimidated, fearing what you might do to him if he screws up or something like that."

"I would never…"

"Open your heart to Ben," Kevin told her. "Show him that you honestly love him and do something that can show him much he means to you."

"Even if I do," Harribel said. "Would he love me then?"

Kevin smiled. "You'd be surprised by Tennyson. He's always willing to give people a chance. I'm sure he'll give you one too." Then with a shrug, he said, "Well then, I'd better get back to helping the guys pick out their swimsuits. Pesche nearly got a speedo."

"Don't worry, everyone," Matsumoto said. "Soul Society gave me loads of money to spend so I'll be paying for the outfits." She looked at Harribel. "I know it's not right for me to take sides in this, but I see that you love this boy bad. Come with me, I think we need to find you some outfits."

Before Harribel could say anything, Matsumoto grabbed Harribel and dragged her off to see some more swimsuits. As she did, Harribel only had one thought in mind.

_Ben._ She thought. _I hope I can open your eyes._

Just then, a song began to play from the music speakers in the store. Ben had introduced the girls to music before, but Harribel had not found anything interesting about singing and dancing. Maybe…if Ben was interested in it, she might give it a try. Usually when she heard music, she would just ignore it. But this song…this song caught her interest.

_It seemed to be like the perfect thing for you and me  
It's so ironic you're what I had pictured you to be  
But there are facts in our lives  
We can never change  
Just tell me that you understand and feel the same_

_Yes. _Harribel thought as she heard this song. _The fact is that I love Ben. Why can't he understand that and feel the same way I feel about him?_

_This perfect romance that I've created in my mind  
I'd live a thousand lives  
Each one with you right by my side  
But yet we find ourselves in a less than perfect circumstance  
And so it seems like we'll never have the chance_

That's how Harribel was feeling inside. Ben was close but so far away, always acting comfortable around other girls but nervous around her. What was it about her that he didn't like? Why didn't he see her as someone more?

_Ain't it funny how some feelings you just can't deny  
And you can't move on even though you try  
Ain't it strange when you're feeling things you shouldn't feel  
Oh, I wish this could be real_

Oh, how Harribel wished it could be real. Ben and her together? Was it so impossible for her to ask that such a thing to exist?

_Ain't it funny how a moment could just change your life  
And you don't wanna face what's wrong or right  
Ain't it strange how fate can play a part  
In the story of your heart_

It was as if this song had taken her feelings and was blasting them out for the world to hear. She didn't care if it was wrong or right for an Arrancar to fall in love. She loved Ben and she didn't care what the rest of the world thought.

_Sometimes I think that a true love can never be  
I just believe that somehow it wasn't meant for me  
Life can be cruel in a way that I can't explain  
And I don't think that I could face it all again_

Harribel nodded her head as if agreeing with the song. After meeting Ben and seeing that there was so much more than Hueco Mundo for her, she couldn't bear to go back. She just couldn't.

_I barely know you but somehow I know what you're about  
A deeper love I've found in you  
And I no longer doubt  
You've touched my heart and it altered every plan I've made  
And now I feel that I don't have to be afraid_

How true. Harribel had barely known Ben when he first came to Las Noches but found herself falling in love with this human boy. He had touched her in a way that turned how she saw the world upside down. Thanks to him, she saw things in a whole new light and she didn't need to always have her guard up anymore.

_Ain't it funny how some feelings you just can't deny  
And you can't move on even though you try  
Ain't it strange when you're feeling things you shouldn't feel  
Oh, I wish this could be real  
Ain't it funny how a moment could just change your life  
And you don't wanna face what's wrong or right  
Ain't it strange how fate can play a part  
In the story of your heart_

_I locked away my heart  
But you just set it free  
Emotions I felt  
Held me back from what my life should be  
I pushed you far away  
And yet you stayed with me  
I guess this means  
That you and me were meant to be..._

_Yes!_ Harribel cried in her head as the song began to end. Ben had restored to her the emotions she thought she had lost long ago when she had become a Hollow. Even when he learned the truth about Aizen's plans, he stayed with her to the end. He had given her a better life. How could they not be together?

_Even if I am reduced to sharing him, I will not lose the most important person in my life. _Harribel thought with determination unlike any she had ever felt before. _Ben, I will open your eyes and show you that I can make you happy. Please let me show you, Ben. Allow me one chance, that's all I ask._

Next to her, Matsumoto could see the fierce determination in her eyes. It was the only emotion on her otherwise calm face. She smiled softly to herself.

* * *

Back at the house, Grandpa Max had returned with a bag for the beach. He was standing outside Ben's house with Ben, who was wearing a white t-shirt and green swim trunks while carrying a duffel bag that had his beach stuff in it. The wielder of the Ultimarix looked a little green around the gills. Max chuckled when he saw his grandson's state.

"You look a little green around the gills, Ben," Max said. That caused Ben's blushing face to become red now.

"I really don't know if I should go," he mumbled.

Max chuckled again. "In my day, the boys were eager to be on the beach and see girls in their swimsuits." Ben's blush deepened. Max smiled kindly at his grandson and put a hand on his shoulder. "It's okay, Ben. I know you feel awkward about all of this, but cheer up. I'm sure you'll have a wonderful time."

Ben tried to grin but it came out rather small. Just then, the two heard the roar of engines and looked up to see Kevin's jet hovering over the yard. The hatch opened and Ben could see Gwen looking down at them. She waved her hands and a mana tile appeared in front of them.

"I guess that's our ride," Max said as he stepped onto the tile. Taking a deep breath, Ben got on too. The tile floated all the way up to the hatch, which the two stepped onto and walked into the jet.

Inside, Ben could see that the gang was already there. He noticed that the guys were all wearing their swimming trunks as well. Redder was wearing (typical) red. Ulquiorra actually managed to find trunks that were black with a hint of green in it. Starrk was wearing grey ones. Dondochakka was wearing yellow swimming trunks while Pesche was wearing purple ones. Nirgge had a khanki color pair which didn't really suit him while Poww was wearing pure white trunks. Ben looked over at Charlotte and immediately blanched. Charlotte was wearing one with the same color as his hair. Ben didn't think that they made those for boys.

Kevin groaned. "We tried everything, Tennyson, but he wouldn't listen. You should grateful he didn't buy a one piece."

Ben cringed and shivered at the mere thought as he tried to banish it from his head. Then he noticed that the girls were still in the regular wear. "You guys didn't change?" But he was kind of relieved, worried about what would happen if they had been wearing their swimsuits.

Matsutmoto gave him a playful wink. "Now, now, Ben," she teased. "No spoilers until we get there."

Kevin chuckled. "Ben would probably have a heart attack anyway." Ben glared at Kevin, who ignored him as he then asked Matsumoto. "Are you sure you gave me the right directions?"

"Of course I did," Matsumoto huffed at Kevin. "Let's just hope your plane is fast enough."

Ben slapped his forehead while Kevin had a devious grin on his face. "You just had to say something didn't you?" he muttered to Matsumoto.

"What?" She asked. "What'd I do?"

"You want fast?" Kevin asked in a sadistic tone. "You've got fast!" He pressed a button and suddenly the jet shot forward like a Cero blast. Gwen, who had been sitting in the passenger seat, was pushed up against it. The others, who had been standing up, weren't as lucky. Ben felt himself struggling to prevent himself from flying into the wall. Everyone managed to grab onto something or other but it looked like they were struggling to keep themselves from flying backwards. He then saw Lilynette holding onto a chair but her grip was slipping. He quickly activated the Ultimatrix, turned the dial, and slammed it down.

"Spidermonkey!" he yelled after transforming. He put his upper arms on the floor, using his spider like feelers to hold himself in place. He aimed with his tail and fired a stream of webbing towards the chair Lilynette was gripping. "Grab on!" he yelled to her.

Lilynette didn't need telling twice as she grabbed onto the webbing with one hand before grabbing it with the other. Spidermonkey then used his lower arms to start pulling Lilynette over to him. Once she was next to him, Spidermonkey held her close.

"Are you an idiot?" Vega yelled at Kevin, who was laughing his head off at the controls.

"What? You're not enjoying this?" Kevin asked him before laughing again.

"Just because you think it's funny, Levin," Mila Rose called to him. "Doesn't mean we all do!"

"Kevin," Gwen said as she tried to push herself off her chair. "Maybe you could slow it down a bit?"

Kevin groaned. "Spoilsports," he muttered as he slowed down. Most of the team let out sighs of relief and glared daggers at Kevin.

"I thought I was about to lose my lunch," Pesche mumbled, looking green.

"I think I did," Dondochakka mumbled.

"Hey!" Kevin yelled. "Any of you hurl and I'm throwing you off, you understand?"

"Strange that you would seem so concerned for the sake of a mere mode of transportation," Ulquiorra commented.

Kevin was about to retort when the control console began beeping. "Oh look," he said. "We're here."

"Already?" Apacci asked. "How did we get here so fast?"

Kevin grinned at her. "There's a lot about this baby that you have no clue about."

Gwen raised an eyebrow at him. "Kevin," she asked him, "Have you been making modifications again?"

Kevin shrugged playfully. "I'd say I've been _tweaking_ her a bit."

"Well," Max said as he gave Kevin a playful yet somehow stern look. "I just hope you didn't _tweak_ it with anything illegal."

Kevin let out a mock grunt of pain. "That hurts," he said, feigning hurt. "Do you really think I would still do that?"

"Yes," Ben said without hesitation and a straight face, causing Kevin to give him an annoyed look while Apacci, Mila Rose, Sung-Sun, Nelliel, Lilynette, Nelliel, and Gwen all laughed at him.

"Why are we even here?" Vega asked. "I didn't even want to come."

"No way were we leaving _you_ at Los Soledad," Kevin retorted at him. Vega growled at him but then he realized that Ulquiorra was right behind him.

"Even if I don't have my powers at the moment, Vega," he said in a low voice so that only Vega could hear him, "I am more than a match for you. You think I do not see the obvious contempt you have for Ben Tennyson and those aligned to him? If you harm any of them, then I will not hesitate to end you."

Vega felt as if his body had been dunked in ice as Ulquiorra walked away from him. He looked over at Nirgge, who must have figured out what Ulquiorra had confronted Vega about. The two looked at each other. Apparently their plan for revenge would not come as easy as they had thought.

The majority had come to the windows and began looking out. The jet was hovering over a large ocean with a sandy beach nearby.

"There they are!" Matsumoto cried, point at large black dots on the beach. "The others are waiting!"

"I'll just park this thing and we'll enjoy some fun in the sun," Kevin said. Then with a grin, he looked at Ulquiorra. "And maybe we can get you a tan."

Apacci, Mila Rose, Lilynette, and Ben snickered but Ulquiorra was unaffected as Kevin brought the jet down for a landing. He landed the plane a good foot away before opening the hatch. No sooner had he gotten off his feet did he find himself being pushed alongside the other boys by Matsumoto. The one exception was Max, who was walking out anyway.

"What is the meaning of this?" Ulquiorra asked a little frustrated that he couldn't resist as easily as he could outside of a Gigai.

"We girls need to change now," Matsumoto said. "Can't do in front of a bunch of boys now can we?"

"Change?" Pesche asked interested.

"Oh no you don't," Ben warned him. Soon, all the boys were pushed out the jet.

"Now you boys just go outside and wait for us," Matsumoto said. "We'll come out when we're done."

* * *

And so, the boys all walked down the hatch and stood outside. The hatch closed behind them, no doubt Gwen's doing since she was the only one among them who knew how the buttons worked. Ben couldn't help but smile as he took in the ocean view and felt the sand beneath his feet as he took off his shoes. It was nice to feel sand that didn't have to do with Hueco Mundo. He pulled out the sun-screen and began applying it to his skin while the others passed around the sun block. They weren't sure if Gigai could get sun burnt or not but they didn't want to take a chance.

"Tennyson-san!" a voice called. "We're glad you could make it!"

Ben and the other guys turned to see Captain Ukitake walking towards them, but he didn't seem all that well.

"Hello, Captain Ukitake," Ben said politely. "Um…are you okay?"

"Hm? Oh yes," Ukitake replied. "I think it's just the sun."

"Captain!" two voices screamed. Suddenly a short girl with short blonde hair and a man with black appeared next to him.

"Here you are, Captain!" the girl said, holding a cup out to Ukitake. "I brought you a drink."

"Yeah?" asked the black haired guy. "Well, I brought him shade!" he raised a large beach umbrella over Ukitake's head.

"Both of you," Ukitake said with sigh. "You're being very rude, not introducing yourselves to our guests."

The man and girl looked at their captain in confusion before noticing that Ben and her others were standing in front of them.

"I apologize," the girl said to Ben with a bow. "My name is Kiyou Kotetsu. I'm the co-3rd Seat of the Thirteenth Division. Captain Ukitake has told me so much about you, Tennyson-san."

"Well he told me more!" the black haired guy said. He bowed to Ben. "My name is Sentaro Kotsubaki. I'm co-3rd seat of the Thirteenth Division."

"What do you mean he told you more?" Kiyone demanded. She and Sentaro were about to yell at each other when…

"Ah, Tennyson-san you made it!" Kyoraku walked up to them. "My, quite a fancy piece of machinery you've got there. So tell me, where are the girls at?"

"They're in the jet getting ready," Ben explained. "How's everyone been?"

"Very well, actually," Kyoraku replied with a smile. "So, how have the ladies been?"

"I don't know," Kevin said with a grin. "Ben's been hogging them all to himself, so I couldn't tell you."

Ben growled at Kevin but Kyoraku noticed Max standing there.

"Hi," Max said friendly. "I'm Max Tennyson, Ben's grandpa."

Kyoraku and Ukitake both smiled. "Pleased to meet you," Ukitake said. "You should be proud of your grandson. He's a fine young man."

Max nodded. "That he is."

Ben smiled brightly, happy at hearing his grandfather's praise. Then he noticed Kyoraku had turned around and seemed to be looking for something. "Um…Captain Kyoraku," Ben said. "Is something wrong?"

"I'm just wondering where my Nanao-chan is at?" Kyoraku whined. "I wanted her to meet the hero of Soul Society."

"Hero of Soul Society?" Ben repeated in surprise.

"Of course, Tennyson-san," Kiyone said warmly. "All of Soul Society's been talking about you."

"You are the only one who managed to bring down the traitor Aizen and save us all," Sentaro explained.

"Ah!" Kyoraku cried. "There she is. Along with everyone else. Hey, everyone! Tennyson-san's here!"

Ben saw that a whole bunch of people were running towards them now. There was Ichigo, Uryu, and Chad in the lead.

"Yo," Ichigo said once the group caught up to them. "We were wondering if you were gonna make it."

"Of course we would," Kevin said, pointing at the jet behind him. "With this baby, there's no way we wouldn't."

"A jet plane?" Uryu asked as he looked up at the jet in wonder. "Where did you get a jet from?"

"What you don't know can't hurt you,"Kevin said cryptically, causing everyone to look at him in suspicion.

"Nanao-chan," Kyoraku said to a girl wearing a red bikini whose black hair was pinned back and wore glasses. "I'd like you to meet Ben Tennyson, the one who defeated Aizen."

Nanao looked at Ben with a calculating look, as if she was sizing him up. Then she said formally. "I am honored to meet the one who defeated Aizen. Greetings, Ben Tennyson."

"Er," Ben was thrown off by her by-the-book manners, "The same to you."

Kevin scoffed. "Stiff much?" he asked.

Nanao adjusted her glasses at Kevin. "You must be Kevin Levin," she said. "The others have spoken of you."

Kevin grinned and chuckled, "Probably nothing good about me."

"Ulquiorra-kun!"

The gang saw Orihime running up to Ulquiorra. Ben saw Ulquiorra actually fidget and avert his eyes from Orihime. Kevin's eyebrow shot up as he saw Orihime in her bikini.

"It's good to see you, Ulquiorra-kun!" Orihime chirped happily. "Have you been well?"

"I've been…sufficient," Ulquiorra said quietly. Ben tried so hard not to burst out laughing at him.

"Man," Kevin said, noticing how all the girls had very attractive figures. "Are all your girls like this? Ow!" A pink mana blast had hit him in the back of the head.

"I heard that!" Gwen called. Somehow the latch had opened and nobody had noticed. Gwen was wearing a white bikini with black stripes on it as she walked down the hatch. Kevin purred when he saw her, causing Gwen's face to turn deep red.

"Come on, everyone!" she called to the jet.

"I'm not coming out!" Lilynette yelled out from the jet. "You wouldn't let me wear the suit I wanted."

"Lilynette, you look just fine," Gwen said sweetly. "Come on out."

"No!" Lilynette yelled stubbornly.

Gwen gave the jet a playful smirk. "Don't make me come up there and get you."

"Alright, fine," Lilynette came out wearing a white one piece. She didn't look happy about it.

"See, Lilynette," Gwen said. "You look so adorable."

"I don't care about looking adorable!" Lilynette snapped. "I wanted to wear the swimsuit I picked out."

"Lilynette, you wanted to wear a bikini," Gwen reminded her.

"So what?" she asked. "It's just like my old Arrancar outfit."

"You just don't have the figure for it," Matsumoto said as she now walked down the hatch. Much to Gwen's annoyance, Matsumoto's bikini was a size too small and caused the bikini to appear tight against her skin. With a playful wink, she said. "How do I look, Ben?"

Ben gulped and quickly turned around to stare up at the sky. Matsumoto giggled as she bounced down the walkway of the hatch.

"Hey, Ben," a sultry voice said. "Did you miss me?"

Ben looked in the direction of the voice and immediately wished he hadn't. Standing in front of him was Yoruichi, who was wearing an orange bikini. She had a playful grin on her face. "I missed you," she said huskily.

"Yoruichi-sama!" protested Suì-Fēng who was unexpectedly wearing a pink one piece outfit. Kevin snorted when he saw her, causing Suì-Fēng to glare at him. "What's so funny?"

Kevin tried covering his mouth with his hands but it didn't work. "Pink is definitely not your color," he said before laughing. Suì-Fēng's face was red with both embarrassment and fury.

"Well what are we just standing around here for?" Max asked. "You all invited my grandson to have fun at the beach, so let's go."

Ichigo and the others who hadn't been introduced to Max looked at him in surprise.

"That's Grandpa Max," Gwen said. "He knows about what's going on."

"Don't forget about us!" Apacci, Mila Rose, and Sung-Sun were walking down the latch now. Apacci was wearing a red bikini, Mila Rose was wearing a dark orange bikini, and Sung-Sun was wearing a lavender one piece.

"How do we look, Ben?" Sung-Sun asked, holding a towel in front of her mouth like how she usually used her sleeve.

Ben gulped again. He had been afraid of this. They looked really good in swimsuits and Ben was really grateful that they weren't like Matsumoto or Yoruichi.

"How do _I_ look, Ben?"

Ben looked back at the jet. Instantly his body froze and his face reddened when he saw Nelliel walking down to them. Sure her bikini was the right size, unlike Matsumoto's, but the fact that she was still in a bikini really made him nervous. It showed off the curves of her body really well and it allowed Ben to get a better look at her smooth, finely shaped legs, and it was more than enough for him to see…hold up! Did Ben really just think that? Instantly all the color drained from his face.

Nelliel on the other hand, giggled. She had seen Ben's reaction and she really liked it when he noticed her. She didn't want a relationship that dealt simply with physical attraction, but it was nice to know that Ben found her attractive

"Hey," Matsumoto said to Nelliel. "Where's Harribel?"

"She'll be out," Nelliel answered. "Well, aren't we going to have some fun?"

"You said it!" Matusmoto said. "Let's party!"

With that, the gang went down to the beach to enjoy the sun. When they got there, they saw that more of the others were waiting, including the Vizards.

"Hey, Ben!" Shinji called over to him. "Glad you could make it."

"Y…yeah," Ben said nervously.

"What troubles you, Ben?" the large Hachi asked, noticing Ben's nervous state.

"He's probably shy of all of us girls in bikinis," Lisa said. She was lying on a blanket in the sand, apparently trying to catch a tan.

"Is that it?" Hiyori asked, annoyed. "That's pathetic. You've got five girls living with you now. Shouldn't you be used to it?"

Ben glared at her before bringing his attention to Shinji, "Where are the others?"

"Komamura decided to stay behind and spend some time with Tōsen," Shinji explained. "Thanks to some previous work from Paradox, Tōsen is being kept under surveillance. Komamura and Hisagi are watching over him."

"What about Wonderweiss?"

"Wonderweiss has gained full mental capacity," Yoruichi said, overhearing the conversation. "Tōsen decided to adopt him as his own son."

"Really?" Ben asked happily. "That's great!"

"Ben-chan! It's Ben-chan!"

Ben saw Yachiru and Nemu walking to him.

"Hi, Ben-chan!" Yachiru said happily, reminding Ben of Nelliel's kid form.

"Greetings, Tennyson-san," Nemu said politely. "I trust you are well."

Ben felt a little awkward around Nemu. Not because of her, though. He just didn't know how to act around her.

"Ten-chan!" Suddenly Ben was caught up in a hug from none other than Mashiro. "I missed you, Ten-chan!"

"Oi," Kensei snapped at her. "He just got here and already you're trying to kill him."

Mashiro stuck her tongue out at him. "Ten-chan's too cool for that," she said.

"Now, now, Mashiro," Rose said. "Kensei's right. You need to let Ben go now. No need to suffocate him."

Mashiro pouted as she let go of Ben.

"Now that we're all here," Matsumoto said. "Let's play some games."

And so the fun began. Some went out into the water to splash around and do nothing while others watched them on the beach. Starrk had fallen asleep on the ground, trying to catch some sleep. Only Lilynette ruined that by dumping a bucket of sand on his face. Kevin had then suggested burying him alive as a joke. Needless to say, Starrk decided to stay awake for once. Love was busy listening to some music while Gwen and Rose were having a conversations about different arts. Kevin then walked to the side where Ulquiorra was just standing by, watching everyone else go. The two just kept silent, not really interacting with each other and they were content with that. But then, Kevin noticed that Ulquiorra was actually focused on something. Something he was watching with a good amount of intent. He followed Ulquiorra's line of vision and saw that he was looking at Orihime. A smirk donned on his face.

"You like her don't you?" Kevin asked.

Ulquiorra looked at him with that poker face of his. "What?" he asked.

"You like that Orihime girl, don't you?" Kevin teased.

Ulquiorra just straight ahead, not looking at Orihime. "You are foolish," he told Kevin, which only made the Osmosian laugh.

"Dude," He said. "You are so crushing on her."

Ulquiorra did not say anything. Having been forced to watch the Arrancar guys for a week, Kevin had gotten used to Ulquiorra's personality. "Give me the silent treatment all you want but I know you like her," Kevin said with an even wider smirk.

Ulquiorra merely continued to ignore him but Kevin just kept grinning. Oh yeah. This boy had it bad. Now if only there was a way to use it against him.

"I have an idea," Matsumoto said suddenly. "Let's have a sand sculpture contest!"

"I think that's a splendid idea," Ukitake said, rubbing his sweating forehead.

"How about we have the same exact sand sculpture contest like we did last time?" suggested Unohana, who was walking up to them with a rather nervous looking Isane. "Greetings, Tennyson-san."

"Hello Captain Unohana," Ben said politely. "Lieutenant Isane."

"He…hello, Tennyson-san," Isane said shyly.

"A sculpture competition?" Kevin asked with an eyebrow raised. "What do we get if we win?"

"The prize will be cash," Nanao told Kevin. "Don't worry. We made sure that the money would be usable in America."

"I'm in!" Kevin said automatically.

Apacci snorted. "No thanks,"

"Same here," Mila Rose agreed. "There's no way I'm doing something like that."

"You two are merely refusing to join because you have no artistic abilities whatsoever," Sung-Sun said snidely.

"Shut up, Sung-Sun!" they both yelled. "Nobody was talking to you."

"I will compete."

Everyone turned to see Byakuya and Rukia standing next to them. Max introduced himself to them and they greeted him politely or formally, in Byakuya's case.

"Well, well," a voice said. Ben turned to see Ikkaku and tried to ignore the fact that he was wearing a loincloth. "Ben Tennyson is here. About time. Now I can get back at you for our last fight."

Ben grinned at him. "You mean the fight where I kicked your butt as Rath?"

Ikkaku grinned back at him. "Got to admit, I didn't take your form seriously at the time. But now I'm ready. I plan on beating you in this sand sculpturing competition."

"We'll see about that," Ben said with a grin. "When does the competition start?"

Unohana smiled at them. "It starts right now."

Immediately all those competing ran to the sand to start making sculptures. Before Ben could do anything, Nelliel walked up to him. "Ben?" she asked. "Can I work with you?"

Trying his best to ignore his pounding heart at Nelliel being so close to him, Ben slowly nodded his head. With a happy smile on her face, Nelliel went off to ask Matsumoto what all was needed for making sand castles. Nearby, Apacci, Mila Rose, and Sung-Sun all had a sour look on their faces at the sight.

"I don't like this," Apacci said. "Nelliel's getting too close to Ben for comfort."

"And they already had a close bond to begin with ever since Ben met her when she was a child," Mila Rose pointed out. "If we don't do something soon, Ben will wind up with her instead of Harribel-sama."

Sung-Sun looked back at the jet, where Harribel had not left yet. Why was she staying in there?

Ben looked over at the ones who were participating. Renji, Ichigo, and Ikkaku were making some kind of temple. Rukia was making what appeared to be a badly made bunny that looked like it was melting. Byakuya was making…what in the world was he making? It looked like some kind of lump with arms, legs, and a face. While Ben couldn't deny that the thing was well made, he personally didn't see it winning any art contests. Redder and Charlotte were so busy arguing about how to make one that they hadn't even gotten started yet. Nirgge and Vega were off to the side while they argued. Findor and Poww were making what appeared to be a sand model of Las Noches.

"Aw, come on, Gwen," Kevin was whining at his girlfriend.

"Uh-uh, Kevin," Gwen said to him. "You're the one who wanted to win this contest, not me."

"But with your magic, you could win easily," Kevin pointed out.

"I'm not gonna use my magic to help you build a sand castle, that's cheating."

"No one said we couldn't use powers to help us," Kevin pointed out. "Besides, Ben's probably gonna use one of his aliens to help him build a castle."

Ben grinned to himself because that was exactly what he planned to do. Then he noticed that Ukitake was looking a little under the weather. He was about to comment when he noticed that Kyoraku's head was stuck in the ground. "Uh…what happened?"

"I'm afraid Lieutenant Ise was not very fond of one of Shunsui's advances," Ukitake explained. Ben looked over at a rather annoyed looking Nanao, who was holding a rather large book in her hand. Ben gulped before looking back at Ukitake. "Are you okay, Ukitake?"

"I'm afraid this heat is getting to me," the white haired captain said weakly.

"Captain!" Kiyone and Sentaro both cried. They both started grabbing anything they could like drinks, ice packs, and umbrellas to make him feel better. Ben just stood there and stared at the two's constant bickering.

"Uh," he said. "I don't think that's gonna help. Hang on, I've got something to help you out, Captain." He activated the Ultimatrix and hit the dial. In a flash of green light, he turned into Big Chill. Kiyone and Sentaro both screamed at the top of their lungs at the giant mothman standing where Ben used to be.

"Hold on, Captain Ukitake," Big Chill said in that spooky voice. He took a breath and then released a cold mist onto Ukitake.

"What are you doing to our captain?" Kiyone and Sentaro demanded, believing that Big Chill was attacking Ukitake. They were about to take action when…

"No it's okay," Gwen said, running up to them. "Big Chill has ice powers. He's just using them to cool Ukitake down."

"Ah," Ukitake sighed as the light cold mist hit his body. "That's much better. Thank you, Tennyson-san."

Big Chill stopped his ice breath. "Feeling better?" he asked. Ukitake nodded. "I'm fine now, Tennyson-san. Go back and enjoy the sand castle sculptures."

"Come on, Ben!" Nelliel called over. "The others are so far ahead and we haven't even started."

"Not even started?" Big Chill asked smugly. "Then allow me to speed things up." He touched the Ultimatrix dial and turned into XLR8, yelling out his name. "Now watch this!"

The majority who had not seen XLR8 before watched in amazement as he became a blue and black blur that began moving back and forth between the ocean to scoop water to wet the sand and the spot where he and Nelliel were making a sand sculpture. Even Byakuya and Yoruichi were impressed, and they were the two fastest people in all of Soul Society. Even though they could move faster than XLR8 could, they couldn't use their speed the way he did. In less than a minute, XLR8 already had an impressive sand castle being built.

"Ben," Nelliel breathed as she saw XLR8 move. "I didn't know anyone could move like that."

XLR8 stopped what he was doing to raise his visor and smile his reptilian face at her. "I'm just full of surprises."

Gwen smirked. "Okay," she said. "Now I'll help." She reached into her beach bag and pulled out a small, purple book. Flipping through the pages, she shouted something in Latin. Suddenly the sand moving as if it had a mind of its own. An impressive tower made of sand soon stood for all to see. Mostly everyone was impressed with how the tower was made instead of the tower itself.

"How did you do that?" Uryu asked in amazement.

"I'm can manipulate mana," Gwen explained to him. "Energy in all living things."

Hachi looked at her. "Mana?" he asked. "What of reiatsu? Spiritual energy?"

"Er," Gwen scratched her head. "There's spiritual energy?"

"Interesting," Hachi said, scratching his chin. "It would seem that you are the opposite of a Shinigami in a way. I wonder if you can use this "mana" of yours to perform Kido."

"Kido?" Gwen asked. "What's Kido?"

"Kido are the spells that Shinigami use," Nanao explained. "They are done so by saying certain incantations. There are three types of Kido; Bakudo, which is used for binding, Hado, which is used for offense, and Healing Spells. Each spell is graded from 1 to 99, with 99 being the most powerful."

"That sounds cool," Gwen said. "Do you think I can do it?"

"Well, I'm not sure," Hachi admitted. "One needs a good amount of reiatsu to use Kido. And since you rely on your mana instead, there is a chance you won't be able to use our spells."

"Oh," Gwen said, feeling bummed. She had become fascinated by the Shinigami and had wished to learn more about them. To be able to use their powers would have been amazing.

"Cheer up, Gwen," Sung-Sun said. "Ben told us about a lot of the spells you can do. I believe you're very powerful already. I'm sure that there's plenty of spells in that book you haven't used yet."

"Well, that's true," Gwen admitted. Suddenly a jet of water struck her tower and made it crumble into mud. Her jaw dropping, Gwen turned to see Water Hazard waving at her before blasting all the other sand sculptures with his water jets.

"Ben!" Rukia yelled after seeing her sand rabbit crumble. "You ruined my Chappy!"

"It was already ruined to begin with," Ichigo said, causing Rukia to turn her wrath on him.

"What did you say, fool?" Rukia demanded as she marched over to him.

"What?" Water Hazard asked. "Nobody said we couldn't sabotage."

"That's it, Tennyson!" Ikkaku yelled. "This means war!" Both he and Renji looked extremely ticked off at seeing their sand temple washed out.

"You look like you could use a drink, Ikkaku," Water Hazard said, raising his hand and blasting the two fighters with water. Both of them were sent flying backwards, causing everyone else to laugh at their soaked states.

Byakuya was too much in shock in seeing his bizarre sculpture get ruined. Suddenly the whole place seemed to be filled with killing intent as Byakuya slowly turned around to face Water Hazard, who gulped.

"Ben Tennyson," Byakuya said slowly and menacingly, "You will pay for that."

Nelliel protectively got in front of Ben. Even without her powers ready, she was still ready to defend Ben. The two then heard a crumbling sound and turned to see that the castle Ben made as XLR8 had crumbled. And they also saw the cause. It was Ichigo, lying face first in the castle.

"You decided to do a Kamikaze, Ichigo?" Water Hazard asked in confusion.

"Sorry about that, Ben," a new voice said. "I was just teaching my son a lesson for not inviting me."

Everyone turned to see Isshin Kurosaki standing there in black swim trunks. He was glaring at his son, who had just picked himself up from what had previously been Ben and Nelliel' sand castle. He looked like he was about to attack when…

"Isshin? Is that you?"

Isshin turned to see Max looking at him. Isshin's jaw dropped. "Max? Max is that you?" Then he broke out into a smile. "Max! You ole' coot, how you been?"

Max laughed. "Still fighting, Isshin. Still fighting."

"Huh?" Ben and Ichigo said simultaneously.

"Man," Isshin said, running a hand through his hair. "Sure, Ben said his last name was Tennyson but I never thought he was _your _grandson!"

Max chuckled. "Ben told me of an Ichigo Kurosaki but I never thought he was _your _son."

"You two know each other?" Ichigo and Ben asked at the same time.

"Of course," Isshin said with a grin. "We're old buddies, but I never thought I'd see you again, Max."

"Fate is a funny thing ain't it, Isshin?" Max said.

"You're telling me," Isshin said. "Your grandson has five beautiful ladies after him while my son doesn't even have one. I'm afraid that he might be…"

"What crap are you spitting out your mouth?" Ichigo yelled, landing a flying kick on his dad's face. Max stared in shock as Isshin and Ichigo began trading blows with each other.

"You get used to it, Mr. Tennyson," Rukia said politely. "Believe me, I know."

"Well," Matusmoto said with a pout. "It looks like the sand sculpture contest is no good."

"No thanks to Ben," Renji muttered.

"Hey, Ben," Nelliel said. "We can play games like the eternal tag that we did back in Hueco Mundo."

"Eternal tag?" Kevin asked. "What was that again?"

"I've got an idea," Ben suggested with a snap of his fingers. "We can play sand hunt."

"Sand hunt?" Ichigo asked. "How do you play that?"

With a grin, Ben activated the Ultimatrix, turned the dial, slammed it down, and turned into Armodrillo. "It's like tag and the game Marco Polo," Armodrillo said. "I go underground and try to attack you guys while you guys try to escape me."

"But you're underground," Hiyori argued. "How are we supposed to know where you are?"

If Armodrillo could smirk at her, he would have. "You don't," he said.

"What?" she shrieked. "Then how are we supposed to know when you'll strike?"

"You don't," Armodrillo repeated.

"Kind of unfair, don't you think, Tennyson?" Kevin asked.

"I think it sounds fun," Matsumoto said with a sigh. "Running around and waiting for Ben to pounce on me."

Apacci, Mila Rose, Sung-Sun, and Nelliel all blushed at the insinuation behind Matsumoto's words. Armodrillo panicked when he realized this. "Er…on second thought. Kevin's right. It is an unfair game so maybe we should…"

"I don't think so," Yoruichi said with a smirk. "It sounds like a fun game to me."

Armodrillo began whining. He hadn't counted on his idea to backfire on him like that.

"See it like training," Ukitake encouraged everyone. "You need to be able to fight any opponent no matter the circumstances. This sand hunt game would be a perfect example."

Redder laughed. "Or Ben was just doing it so he could get touchy feely with the ladies."

Armodrillo's blush was so deep that his armor was red.

"Oh, Ben," Yoruichi said huskily. "You don't need a game for that."

Kevin, Redder, Charlotte, Pesche, and Dondochakka began chortling and teasing poor Armodrillo, who looked like he was ready to dive underground and stay there.

"Alright, then," Shinji said with a grin. "Let the game begin!"

With a resigned sigh, Armodrillo dove underground. Immediately all those participating began running as fast as they could to avoid getting attacked by Armodrillo. Gwen had a smirk on her face as she created mana tiles for her to walk on above the sand.

"No fair, Gwen!" Mila Rose yelled. "Nobody said you could do that!"

"Nobody said I couldn't," Gwen shot back. She looked down at the others and saw that Matsumoto was running very slowly, causing her…um…herself to bounce as she ran. "What are you doing?" Gwen asked.

"What does it look like I'm doing?" Matsumoto said with a mischievous smile. "I'm waiting for Ben to tag me."

As if on cue, a hand shot out of the ground and grabbed Matsumoto's leg. She did a playful squeak as Armodrillo erupted from the sand to see who he caught. He froze when he realized that he had grabbed Matsumoto, who had fallen backwards onto the sand and was looking at him with a sly look in her eyes.

"It looks like you caught me, Ben," she said coyly. "Now, aren't you going to claim your prize?"

Armodrillo reeled backwards, stumbled over his own feet and fell flat on his back. The boys, minus Starrk, Ulquiorra, Nirgge, Poww, Vega, and Byakuya laughed at Armodrillo's situation.

"Move your butt, Armodrillo," Lisa said. "We're still playing."

"Huh? Oh right," Armodrillo got himself back up. "Uh, anyway. Here I come."

"I'll be waiting for you, Ben," Yoruichi teased, causing Armodrillo to become flustered while Suì-Fēng was outraged. She glared daggers at the flushed Armodrillo.

Without saying anything else, Armodrillo dove back into the ground, causing everyone to run around trying their best to dodge. As they were running, Ichigo saw that Renji was running in zigzags. "What are you doing?" he asked.

"If I keep running like this," Renji said as he ran. "There's no way he can catch me."

"Uh, he's underground, Renji," Ichigo reminded him. "It doesn't really matter."

Ikkaku on the other hand was just standing there, his eyes closed shut in meditation. "If I concentrate," he said to himself, "I might be able to predict where he'll strike next."

Apacci shook her head. "Those idiots. Do they really think they can get Armodrillo in an area like this? Ben said that Armodrillo moves underground like we move through air."

Mila Rose noticed Sung-Sun with a troubled look on her face. "What's up, Sung-Sun?"

"I'm worried about Harribel-sama," Sung-Sun replied. "She never left the jet."

"What?" Apacci and Mila Rose both asked. They looked at the jet. "Why didn't she come out?"

"I don't know," Sung-Sun said. "I'm worried."

"You do not need to worry, Sung-Sun,"

The three girls looked to see Harribel standing next to them. Much to their surprise, she was wearing a white beach robe over her body. Why was she wearing that? Didn't she like the outfit she had bought?

"Harribel-sama?" Apacci asked in confusion.

"Yes, Apacci?" Harribel asked her.

"Uh…never mind," Apacci said hesitantly.

Just then the ground began shaking violently, knocking everyone playing to the ground. "What's going on?"

"It's one of Armodrillo's powers," Nelliel explained. "He can create earthquakes."

"What?" Hiyori demanded. "What kind of cheap trick is that?"

"The only one who calls it cheap is the one being knocked down, snaggle-tooth," Shinji said. This caused Hiyori to whack him in the face with her sandal. That in turn made Shinji fall backwards as two giant yellow hands came out of the ground and grabbed both Hiyori and Shinji. Armodrillo's head then popped out of the ground.

"Got you," he said smugly. Hiyori tried punching him but only wound up hurting her hand on his metallic armor.

"Serve's you right!" Lilynette laughed at the hurting Hiyori.

Starrk, who had been rudely awoken from his sleep by Armodrillo's earthquake, grumbled. "Can't a guy get some sleep around here?"

"That does it!" Hiyori yelled. "We need to play a game that's fair! And Ben can't use his aliens in this one!"

Kevin's eyes lit up. "Oh, I've got the perfect one." He said. "Let's play Chicken Fight!"

Armodrillo looked at Kevin in horror. The look on his face screamed "Not that game! Anything but that!"

"What's Chicken Fight?" Redder asked.

"It's easy," Gwen told him. "Here, let me and Kevin show you."

Kevin got down on his knees. Gwen walked up behind him and then sat upon his shoulders. Once she was set, Kevin stood up. "You see," she said. "The object of the game is for the people on top to try and knock each other down while the people at the bottom hold them steady. You could say the players riding on top become the arms while the players under them are the legs."

"I love that game!" Matsumoto chirped happily. "Who's all playing?"

"Forget it," Ichigo said. "There's no way I'm playing that stupid game." That's when his dad's fist collided with his face. "What's that for?"

"What kind of man are you?" Isshin said. "You are playing that game now!"

"Says you!" Ichigo argued. "No way am I playing that."

"We could make it that the winner gets the cash they were supposed to receive from the sand sculpture competition," Unohana suggested.

That got mostly everyone's attention. Even Redder and Charlotte were interested in playing. Suddenly Kevin called to Ulquiorra.

"Hey, Ulquiorra! How about you play with us? Orihime can be your partner!"

"Eh?" Orihime squeaked. Even Ulquiorra was caught off guard by Kevin's suggestion.

"I think it's a great idea!" Matsumoto agreed. "And Rukia can be with Ichigo!"

"What?" Ichigo, Rukia, and Renji all demanded.

"Why do I have to get stuck with her?" Ichigo demanded the same time Rukia asked, "Why do I have to get stuck with him?"

"Could you all keep it down, please?"

At first, Armodrillo thought was Starrk. But instead he looked over at the shack that was stood nearby. Poking his head out the doorway was none other than Toshiro Hitsugaya himself, not that Armodrillo knew his name.

"Oh it's you," he said. "Er…um…uh, what's your name again?"

Hitsugaya scowled as Matsumoto burst out laughing. "It's Captain Hitsugaya to you, Ben Tennyson."

Armodrillo looked at him. "Do you really expect me to call you that?"

Hitsugaya gave Armodrillo an icy look.

"Ignore him, Ben," Matsumoto said with a smile. "He's just cranky because you were beating him with that heat form of yours."

"Matsumoto," Hitsugaya growled at his lieutenant.

"Well what are you doing indoors?" Armodrillo asked. "Come out and join the party."

"I don't like the heat," Hitsugaya said.

"Wimp," Kevin taunted, causing Matsumoto to laugh again while Hitsugaya brought his icy glare in Kevin's direction.

"Don't mind Shiro-chan, Ben," Hinamori said as she stepped out of the shack with a watermelon in her hands. "He's just cranky in the heat."

"Hello," Kevin said with a sinister smile. "Were we interrupting something?"

Hinamori looked at Kevin curiously while Hitsugaya looked like he was ready to cut Kevin down.

"Come on," Yoruichi said. "Are we playing chicken fights or what? Everyone who's playing get in the water now."

"Hold it!" Hiyori yelled before anyone could move. "One more thing; Ben can't use his aliens in this one!"

Armodrillo sighed. "Fine," he said before touching the Ultimatrix dial and turning back to normal.

"Now," Yoruichi said. "Ben just needs to pick out a partner."

"Yoruichi-sama!" Suì-Fēng cried out. She immediately regretted it when she realized that everyone had their attention on her now. "Um…can I be your partner?"

Yoruichi shook her head in amusement. "Sure," she said. Suì-Fēng had a look on her face as if she had been promised all the gold in the world.

"That woman scares me," Kevin said aloud, causing Suì-Fēng to lose her blissful happiness and glare at Kevin.

"I want to Ben's partner," Matsumoto whined. "But I think I'd crush him." She suddenly fondled her own chest. "They are pretty heavy."

"I'm staying out!" Ben said automatically.

"What? No way, Tennyson!" Kevin said with a grin. "You need to play."

"No, I don't," Ben said firmly.

Sung-Sun looked over at Harribel, wondering if she would play this game. Highly doubting it, she needed a way to secure Ben before any other girl claimed him. She winked over at Apacci and Mila Rose before walking over to Ben. She volunteered, "I'll be your partner if that's okay, Ben."

Nelliel, who was just about to ask if she could be Ben's partner, gaped in shock. Ben was blushing deeply while Kevin looked like he was enjoying himself rather well. "Then it's settled," Kevin said. "Let the chicken fights begin!"

With that, all those participating prepared to go to the water. Uryu had been taken off guard when Nemu said that she would be his partner. Ben and Kevin both snickered as Nemu leaped onto Uyru's shoulders and adjusting herself so that she wouldn't fall. All the while, Uryu's face was deep red and for some strange reason…he was pinching his nose as if trying to prevent something from coming out. What? Did he expect to sneeze?

After Ukitake kindly refused Kiyone and Sentaro's offers to be a chicken fight partner, Kiyone went to her older sister. Ben thought that things were going to be a little difficult due to Isane's really good height. Sentaro had decided not to go since the captain wouldn't be his partner. Kyoraku had tried asking either Nanao or Lisa to be his partner…and got a kick to the face and a book bashing to his head for the troubles. Shinji tried getting Orihime to change her mind and be his partner but got kicked by Hiyori, who demanded that they be partners. Shinji asked why she would want him to be her partner and got kicked in the face again.

"Kensei!" Mashiro yelled. "You're my partner!"

"What?" Kensei yelled back. "What makes you think I'm gonna play this stupid game?"

"Waaaaaah!" Mashiro whined, suddenly on her back and kicking her legs in the air. "Kensei's a big meanie and he won't play with me!"

Kensei looked like he wanted to murder her. Ben decided he needed to intervene. "It won't be so bad, Kensei," he tried to reason. "We're competing after all."

Kensei glared at Ben, annoyed that he would take Mashiro's side in all of this. "Alright, fine," he said.

"Yaaaay~" Mashiro sang happily before leaping onto Kensei's shoulders and sitting herself down on them.

Meanwhile, Ulquiorra got down on his knees. Orihime looked at him curiously. "It's to help you get on," Ulquiorra told her. Orihime's eyes widened with understanding before she nodded and sat upon his shoulders. Once she was on, Ulquiorra rose up slowly so she wouldn't fall off. Ben noticed the moment and smiled. Well who would have thought that Ulquiorra was a big softie? His amusement was interrupted by a light tapping on his shoulder. He turned to see Sung-Sun.

"I believe we…need to get ready now," she said.

Blushing when he remembered what she meant, Ben got down on his knees like Ulquiorra had done. He flinched a little as he felt Sung-Sun's legs on his shoulders and his face turned very red as he felt the back of his head come in contact with her stomach. He gulped.

"Okay, Ben," Sung-Sun's voice said from on top of him. "I'm ready."

"R…right," Ben said as he got up. Sung-Sun was actually very light. But not wanting to knock her off and get her hurt, Ben walked slowly to the water where the others were waiting for him. Mostly everyone had smirks on their faces at Ben's head, which could have been mistaken for a tomato with hair. Matsumoto, who was somehow on top of Charlotte's shoulders beamed at everyone. "Is everyone ready?" she asked.

"We're ready!" cried Pesche, who was sitting on Dondochakka's shoulders.

"So," Ben said. "Who goes first?"

Kevin gave him that sinister smirk of his. "Who said we'd be taking turns? Free for all!"

No sooner did Kevin get done saying that did the water become the most ridiculous battlefield of all. Yachiru was riding on top of Chad's shoulders, pointing at different people and telling Chad to attack them. As Ikkaku, who had been reduced to riding on Redder's shoulders, tried to knock her over, Yachiru got carried away and leaped off Chad's shoulders to chomp Ikkaku on the head. Ikkaku wigged out (despite lacking one) and fell off Redder's back and into the ocean. Redder then starting yelling his head off at Ikkaku for losing so easily.

Pesche tried going for Matsumoto next. Only the blonde haired lieutenant had fazed him by blowing him a kiss. He was so flustered that he was unprepared for Sung-Sun grabbing him and yanking him off Dondochakka.

"Help, I'm drowning!" Pesche cried, flapping his arms wildly as he splashed around. "I can't swim!"

"It's not even that deep," Ben reminded him, laughing at Pesche's ridiculous panic attack. Pesche stopped his flopping around and realized that the water wasn't that deep.

"It's okay, everyone!" he said. "I'm not drowning."

"Unfortunately," Ulquiorra muttered. He became aware of Ichigo and Rukia coming at him and Orihime.

"Sorry, Inoue," Ichigo said as he and Rukia charged the two of them but Orihime was in the zone and she and Rukia began struggling to knock each other off. Ichigo on the other hand was glaring at Ulquiorra.

"I don't trust you," he said plainly.

"You're still fixed on that?" Ulquiorra asked as he moved to make sure that Orihime didn't fall. "The woman is safe and Aizen is dead. Why can't you let it go?"

"If I found out that any of your Arrancar did something to her…" Ichigo threatened.

"We did no such thing," Ulquiorra told him. "Aizen wanted us to make sure she was well kept. Besides, we would have brought Ben's wrath down upon us and if this Alien X is as powerful as I have been told about, then his wrath is indeed something to fear."

On their shoulders, Orihime and Rukia were still struggling to knock each other off. Suddenly Nemu and Uryu crashed into them, sending the first two girls flying off their boys.

"What was that for?" Ichigo demanded.

"Don't look at me," Uryu said. He pointed at Nemu. "It was her idea."

"Being able to defeat two opponents at once is perfect for reducing the competition," Nemu explained.

"A very wise tactic," Ulquiorra complimented as he helped Orihime up. "Are you alright?" he asked her.

Orihime was taken off guard by the concern in Ulquiorra's voice. She was about to say something when Charlotte and Matsumoto tackled Nemu and Uryu into the water.

"Sorry, Nemu," Matsumoto said playfully. "But it's an all out competition now."

"You said it!" Ben yelled as he charged at Charlotte. Soon, Sung-Sun and Matsumoto were caught in a struggle just like the one Orihime and Rukia had just been in.

"I wondered when we would fight each other again, Ben," Charlotte said with a wink. Ben cringed.

"Stay focused, Ben," Sung-Sun said as she and Matsumoto struggled. Then, Sung-Sun saw something out of the corner of her eye. She quickly pushed Matsumoto back and let go. Matsumoto looked at her in confusion before a crazy Hiyori crashed into her.

"Ha!" Hiyori mocked a soaked Matsumoto. "You're out!"

"Technically," Shinji said to her. "Since you're no longer on my shoulders, we're out too."

"What?" Hiyori screamed. "Who made up that rule?"

"That's always been the rule, idiot," Shinji told her. That caused Hiyori to punch him in the face. Clutching his bleeding nose, he glared her. "I'm not the one who made the rules!"

By now, there were only five groups of people still in the game; Gwen and Kevin, Mashiro and Kensei, Kiyone and Isane, Suì-Fēng and Yoruichi, and Sung-Sun and Ben. They faced each other with fierce determination.

"Charge, Kensei!" Mashiro cried.

"What do I look like? A horse?" Kensei snapped at her. Nonetheless, he sighed and charged at the remaining teams.

"Let's go, sis!" Kiyone said to her older sister. Nodding, Isane ran as well.

"We'll crush them, Yoruichi-sama!" Suì-Fēng said.

Yoruichi sighed with a shake of her head but charged anyway.

"Shall we, Ben?" Sung-Sun asked. Ben grinned up at her. "Sure thing." He charged too.

But before anyone could do anything, purple tendrils wrapped around the pairs, lifted them up, and then dunked them underwater. The fallen fighters immediately surfaced and glared at the guilty culprit, Gwen Tennyson, who was still sitting on top of a smirking Kevin.

"No fair, Gwen!" Ben protested.

Gwen smirked at her cousin. "They said that you weren't supposed to use _your_ powers," she pointed out. "Nobody said I couldn't use _mine_."

"She does have a point," Isshin admitted.

Suì-Fēng scowled. Nonetheless, she had to give the girl credit. Being able to take out her remaining opponents in one blow was very impressive.

"That girl is certainly clever," Hachi complimented Max. "You should be proud of both your grandchildren, Max Tennyson."

Max nodded. "I am," he said.

"Well," Unohana said. "No matter how they managed to win, Gwen Tennyson and Kevin Levin are the winners."

Gwen squeaked as Kevin picked her up over his head and lowered her down so that she was up against his chest. "How I told you how awesome you are lately?" he breathed into her ear. Gwen froze and her face had become pink.

"N…Not recently," she managed to get out.

Kevin's smirk turned into a soft smile. "Then let me just say…you're awesome." He gave her a short but soft kiss on her lips before wading through the water to get the cash. Gwen just stood there, as if that kiss had just taken her breath away. Maybe it had.

"Oh, wow," Matsumoto said after seeing the exchange once everyone else had made it back to shore. "Those two must really love each other." Then she turned to smile at Ben. "So…how's your love life been, Ben?"

"I believe that's personal and of no concern to you," Sung-Sun replied coolly, wanting to prevent the spotlight from being on Ben.

Matsumoto pouted for a moment. "Fine," she said. "Maybe I can loosen you up after the scavenger hunt."

"Scavenger hunt?"

"That's right," Matsumoto said happily. "Our next game is a scavenger hunt to see who can collect all the items listed on a piece of paper."

Hinamori came out of the hut with a pile of papers in her arms. "Here's the list," she said, passing them out to everyone. "Like with the Chicken Fight game, we're splitting everyone into teams of two."

"I shall be going with Ben."

Everyone turned to see Harribel right beside Ben. Ben, who was unaware of her presence next to him, jumped slightly when he saw how close she was. However, he was a little confused as to why she was wearing a robe over herself.

"Well," Matsumoto teased, "Looks like we got our first team down."

Ben gulped, now finding himself even more nervous than he had been before. This just couldn't be good for him. Harribel noticed this and a brief look of hurt showed on her face before she went back to her regular poker face.

Nelliel raised an eyebrow at Harribel as Hinamori continued passing out the lists to all the other participants. Lilynette, eager to have some fun this time, demanded to play too. Gwen warmly decided to be her partner this turn, much to Kevin's disappointment. Orihime was unexpectedly partnered with Kevin. Both Ulquiorra and Ichigo gave Kevin a hard look, clearly meaning that if he did anything to Orihime, it would not be pleasant for him.

"Well, Ben," Harribel said to him. "Shall we?"

Still feeling nervous, Ben merely nodded his head as Harribel walked off, apparently to find the first thing on their list. As they walked off, Matsumoto smiled at their backs.

_Go for it, Harribel,_ she thought.

* * *

Ben was starting to suspect that Harribel wasn't really interested in participating in the scavenger hunt. They had been walking a good distance away from the others who were very far off. He looked at the list, which was actually very easy. Starfish, seashell, stuff like that. Harribel was going to the farther side of the beach, where rocks began to obscure Ben's view whenever he looked behind to see if the others were still there.

"Uh…Harribel?" he asked. "What are we…?"

"Why are you afraid of me, Ben?" Harribel suddenly asked.

That question caused Ben to halt right in his tracks. "What?"

"Why are you afraid of me?" she repeated.

"A…afraid of you?" Ben asked. "Harribel why would you…?"

"You are always nervous around me and act like I'm going to hurt you," Harribel told him. "Like what you are doing right now."

"Harribel," Ben began. "It's nothing like…"

His question died in his mouth as Harribel removed her robe. Ben felt himself freeze as he looked at Harribel's body. She was wearing a pure white bikini and it allowed Ben to see even more of her figure. He gulped when he noticed how finely shaped her legs were, the curves of her body, and how her skin suddenly made him think of chocolate. Hold on now! Was…was he really thinking this? He paled, really hoping that he wasn't turning into some kind of pervert.

"What is it about me that you do not like, Ben?" Harribel asked. "Do you…find me unattractive?"

"Uh…what?" Ben was so confused. "Harribel, what is this really about?"

"Why can't you give me the attention you give the other girls?" Harribel demanded. "Did you think that I would not mind if you completely ignored me? I'm not trying to force you to accept my feelings, but is there something about me that would cause you to believe my feelings weren't real? I may be a former Espada, but I am a woman too."

Ben looked down at the ground in utter shock. Had he really been doing that? Had he been so nervous around Harribel that he avoided her? Granted, he had been more comfortable with the others but that was because he was used to spending time with Apacci, Mila Rose, and Sung-Sun because they were a team, and he had gotten along with Nelliel more because he had first met her in her child form. Suddenly, Harribel was right in front of Ben. Ben was shocked when he saw the look of hurt on Harribel's face as she slowly brought a hand up to caress his face. Seeing her in this state left Ben too stunned to even move.

"Ben, can't you see?" Harribel asked softly. "Before you came to Hueco Mundo, I never would have felt these emotions. I would have considered them a waste of time. But…but you make me feel them. Why can't you feel them too? Why can't you feel how much I love you? Why can't you feel…how much it hurts that you won't even let me get close to you? Because it does hurt, Ben. It hurts so much."

Ben's jaw dropped in shock.

"I don't want to force you to accept my feelings," Harribel said. "But I more than want you, Ben. I need you. You and only you, and for you to ignore me like this…"

_Grandpa, what have I done?_

"I want to spend my entire life with you," Harribel said, causing Ben to stare at her in shock. "I know you may think that I am being reckless but you do not understand what it is like to be a Hollow. To always feel empty inside no matter what we do. When I became a Vasto Lorde, I ignored the emptiness, believing in sacrifices to block out the hunger. When I became an Arrancar and joined Aizen's army, I thought I had made the emptiness go away. But it didn't go away. It was only numbed. Only when you came into my life did that emptiness finally go away. But now…now that you won't even consider me… how can I be happy when you always act like I'm going to hurt you?"

"I…I don't think you're going to hurt me, Harribel," Ben answered quietly. "I know you wouldn't hurt me."

"Then why?" Harribel asked. "Why are you always intimidated by me? I know you act nervous around the other girls but you act this way most around me. Why? Is it so impossible for me to believe that you might return my feelings?" She brought a hand to her chest. "They say Hollows have no hearts, but I disagree. I must have a heart because it's breaking."

Ben felt the guilt crushing him. The truth was Ben was mainly intimidated because an older woman liked him. Well, technically they were all older than Ben but it was Harribel who looked the part.

"I'm sorry," he muttered. "I just…it's just so hard to imagine that you would…"

"Why is it so hard to believe?" Harribel asked quietly. "Do you really see as a soldier and not a woman?"

Ben looked down at the ground in shame. "Not quite that way. Harribel, I…I…really don't know."

"Do you mean that?" Harribel asked him. "Or are you saying that to avoid the question?"

Hating himself for not realizing how bad he was hurting Harribel, Ben stepped forward and wrapped his arms around Harribel. Harribel was shocked by the gesture then her face saddened.

"Is this all I will receive, Ben?" she asked him, closing her eyes. "Pity disguised as affection?"

Ben shook his head as he closed his own eyes as well. "No, Harribel. Please forgive me. I never meant to hurt you."

"I know you didn't, Ben," Harribel whispered. "But…why?"

"The truth is," Ben said. "Whenever I look at you…I always see you as one of those "out of my league" women."

"What?" Harribel asked him in confusion.

"Women who most guys don't stand a chance of being with," Ben explained. "I just…I always feel like I'm not supposed to be the one for you. That you deserve better."

Harribel stared. "Is that why? Because you thought…you weren't good enough for me?"

Ben nodded sheepishly. "It just feels that…after all you, Nelliel, and your Fraccion have been through, that you girls deserve better guys than me."

Harribel shook her head. "No one could ever be better than you in my eyes, Ben," she said softly.

Ben smiled softly at her. Then he did something he never imagined himself doing before. He looked up at Harribel, leaned forward and planted a gentle kiss on her cheek. Harribel's eyes widened as she looked at Ben.

"Harribel," Ben said to her. "I…I still can't decide right now. But…I want you to know that you matter just as much as the other girls do. When Ulquiorra hurt both you and Nelliel, I was so angry at him that I allowed myself to be nearly corrupted by Ghostfreak just to make him pay. When I thought you, along with Starrk and Nelliel, were going to die, I was devastated. So please don't think that you matter less than they do. It's just…I can never think of the right things to say to you."

Harribel smiled, causing Ben to stare. "What's wrong?" she asked.

"You're smiling," Ben noted. "This is the first time I've ever seen you smile."

Harribel was worried. "Is there… something wrong about it?"

Ben smiled now. "No," he replied. "I like seeing you smile. I want you to be happy too, Harribel. Just like I want Nelliel, Apacci, Mila Rose, and Sung-Sun to be happy. I'm so scared of choosing because I don't want to hurt any of you. And I'm not about to make all of you into some kind of harem. I will never forgive myself if I treat any of you like that."

Harribel looked at Ben and Ben was shocked by the determination in her eyes.

"If I have to share you then so be it."

"What?" Ben cried. "Harribel…"

"I _need_ you, Ben," Harribel said and Ben was surprised because he could actually hear the need in her voice. "I know that…it may sound like some foolish human cliché but it is the truth. You fill my emptiness. If I ever lost you, that emptiness would consume me."

Ben didn't know what to say. Personally if this had been a human, he _would _have thought it was something out of a romance novel. But…he had been told about how Hollows lose their hearts and develop a hunger to fill the void. It led them to devour each other and ironically evolve to the next stage of Hollows. So maybe…the emptiness really would consume Harribel.

"Harribel," he said gently. "All I ask is for more time. Please?"

Harribel smiled again as she pulled him closer to her. "Arrancar do not age," she whispered in his ear. "If I must, I will wait for you for as long as it takes." Then she placed her own soft kiss upon his cheek. "I love you."

And for once in this whole mess, Ben did not feel nervous or afraid to hear those words.

_Nelliel, Apacci, Mila Rose, Sung-Sun. All I ask is that each of you give me time. I'll make the right decision. I promise._

"We'd better get back," he said. "The others are probably done now."

Nodding, Harribel followed him. "Ben, One more thing."

"Yeah?" Ben asked.

"Could you…call me Tia?"

Ben smiled warmly. "You bet…Tia."

* * *

What they did not know was that their conversation had been eavesdropped upon. Apacci, Mila Rose, and Sung-Sun all looked at each other with triumphant grins on their faces.

"Finally," Sung-Sun said. "I feared Ben would never notice Harribel-sama."

"I'm glad Harribel-sama told him how she felt," Mila Rose said. "There are times when Ben needs things to be shoved right in front of his face to see."

"But what about Nelliel?" Apacci asked.

"We will worry about that another time," Sung-Sun told her. "For now, let us return to the others."

* * *

But what no one knew was that Nelliel had overheard Harribel and Ben's conversation as well and she wanted to speak to Harribel about it.

* * *

"Where were you?" Ichigo asked when the group saw Harribel and Ben coming towards them.

"We got lost," Ben lied.

"Really?" Kevin teased. "Or did you decide to go and have a little private time."

Ben's face reddened at Kevin's teasing.

"Come on, Ben," Max said. "The scavenger hunt is over. Uryu and Nemu won."

"Congratulations," Harribel said politely to the group. Uryu smiled with a rather smug look while Nemu looked a little bit happy that she had received praise.

"Come on!" Matsumoto said. "It's limbo time!"

"Yeah, everybody!" Kevin said. "How low can _you _go?"

Laughing Kyoraku and Ukitake held up the limbo pole and everyone started getting in line to party.

"Come on, Shiro-chan!" Hinamori urged. "Let's limbo!"

"No!" Hitsugaya said stubbornly. "I'm not doing it."

"Why not?" Kevin taunted. "Should be easy for you. You can just walk right under it."

Hitsugaya glared at Kevin.

"Please, Shiro-chan," Hinamori begged. "Please?"

Hitsugaya sighed. "Fine. Hurk!" Hinamori had grabbed him and pretty much yanked him over to the line for limbo.

"I'm afraid I must decline," Hachi said. "I am rather, ahem, unsuitable to play this game."

Max chuckled. "Don't worry, Hachi. You're not alone."

Harribel knew that limbo was not her type of game, so she decided to sit this one out.

"Harribel?" Harribel turned around to see Nelliel standing behind her. "Can I speak to you?"

Immediately on guard, Harribel nodded as she and Nelliel snuck away when the others weren't paying attention. When they were a far distance away, Nelliel looked at Harribel.

"Harribel," Nelliel said. "I overheard what you and Ben were talking about."

Harribel narrowed her eyes.

"And I want you to know," Nelliel said, her voice cracking. "That I had no idea how much you were hurting."

Harribel blinked in surprise at her rival.

"I didn't know that's how you were feeling," Nelliel continued. "I want to be with Ben, yes. But I don't want anyone to be hurt either."

"Nelliel…"

"Harribel," Nelliel said. "Can we…can we start over? We both love Ben and he wouldn't want us to be hurt or to hurt each other. So, may we?"

Harribel looked at Nelliel. "Yes," she said. "Yes, we can."

Nelliel smiled happily. "Thank you, Harribel. Come on, let's go watch the others."

Feeling as if the air had just been cleared, Harribel nodded as they walked back to the group. Apparently a lot of people were either very good or very bad at limbo. The line was already near the ground.

"We might as well start over," Max chuckled. "There's no way anything could fit through that."

"I beg to differ," Ben said with a grin. He activated the Ultimatrix and slammed the dial down. When the flash of light passed, nobody could see anything.

"Down here!" a voice cried. Everyone looked down to see the tiny Nanomech waving at them.

"Nanomech!" Orihime cried happily.

"Ben has a form that small?" Findor asked.

"Yeah," Kevin said. "Not really the coolest in the bunch. But he plays a mean limbo game."

"No fair!" Hiyori yelled. "Ben's got a form for everything. And what's with that retarded voice? He sounds like a chipmunk!"

Smiling, Harribel watched at the Nanomech walked right under the limbo pole and started doing some kind of victory dance. Ben…Ben was so unique.

But her thoughts were interrupted when everyone turned to see the sky begin to slowly open. It was the work of a Garganta. Nanomech looked up and groaned. "Oh no. Not now!"

The Garganta opened up to reveal a grinning Grimmjow.

"Yo," Grimmjow said to everyone.

Sighing, Nanomech turned himself back to normal. Grimmjow looked in the direction of the green light and gave Ben his predatory glare.

"It's the weekend, Ben," He smirked. "You didn't think I'd forget, did you?"

"I was kinda hoping," Ben grumbled but somehow Grimmjow as able to hear him cause he let out a wicked laugh.

"You and me have got a deal, Ben!" Grimmjow laughed. "And I hope you intend to keep it."

Ben slouched. "Like I have a choice." He straightened himself up. "Alright, Grimmjow. You asked for it." He activated the Ultimatrix. "It's Hero Time!"

Then it happened. A flicker came into Harribel's mind again. And this time…she could see it.

* * *

_She was lying on the sand in Hueco Mundo's desert. She took one look at herself and saw that she looked the way she did when she was a Vasto Lorde. She looked in front of her and her eyes narrowed. Standing before her was __**him.**__ It was a being that looked like a cross between a man and a blue hammerhead shark. A glowing blade of energy was held in his hands. Harribel knew him well. He was the shark Arrancar who had easily beaten her, Apacci, Mila Rose, and Sung-Sun before Aizen had come along and saved her. Then she had allowed herself to be ensnared by his false words and join his group. The only thing Harribel was grateful about that whole experience was getting to meet Ben._

_Harribel saw that she was reliving her memories and already knew what was going to happen. She would make a futile attempt to beat the Arrancar while he would toss her around like a rag doll. Then Aizen would step in, kill the Arrancar, and…Harribel did not want to relive that again._

"_Leave them alone!"_

_That voice. It…it couldn't be!_

_Just then a figure ran past Harribel and charged at the Arrancar. Harribel's eyes widened when she saw who the figure was. It was Ben._

_Ben?_

_"It's Hero Time!" Ben shouted as he activated the Ultimatrix.  


* * *

_

And then it was over, Harribel was breathless and sweat was actually dripping down her forehead. _That….that memory. It…it couldn't be a memory. Ben was in it._

"Ben," Harribel whispered to herself. "How are you in my memories?

* * *

Far away, in a distant world, Paradox was looking at his pocket watch with a nod of approval.

"What's wrong, Paradox?" His companion, Gin, asked him.

"Harribel's true memories have started to resurface right on schedule." Paradox replied.

**End of Bleach: Ultimate Alien Volume I. Bleach: Ultimate Alien Volume II coming soon. But first, Ben 10/One Piece. The story shall begin in the Baroque Works Saga, starting in the Whiskey Peak Arc. See it soon.  
**


	20. Final Announcement

Final Announcement

Ladies and Gentlemen, Bleach: Ultimate Alien Volume I is now officially over. Volume II will come out. But first, I will be working on Ten Piece, the crossover between Ben 10 and One Piece. By a majority vote, the story will start in the Whiskey Peak arc of the Baroque Works Saga. Expect it in the near future.

And to those of you who might have been disappointed in the last bonus chapter, I can assure you that there will be lots of action in Volume II. I would like to thank each and every one of the readers who took the time to sit down and ready my story. I'm glad you enjoyed my story and I hope that the sequel will live up to your expectations.

Also, try out another crossover story I've been working on. It's called Death to Vampire. It's a crossover between Soul Eater and Rosario + Vampire where Death the Kid attends Youkai Academy. I hope you might be able to enjoy it as much as you have enjoyed Bleach: Ultimate Alien.

Take care!


	21. AN: Series may be remade

**Author's Note: Series may be remade**

**Hello, everyone. I've got some things I need to address. I know I put A/N saying that Volume II of Bleach: Ultimate Alien was going on hiatus. But you know what I think? I think it might be best if I just redo the entire thing.**

**Let's face it, I'm barely making any headway in the story. I made Ben overpowerd, gain a harem who's borderline mushy on him, numerous plot holes and inconsistencies, etc. Some reviewers, who surprisingly believe that B:UA is better than it's sister series, Bleach: Omniverse, believe that I should make some minor edits here and there. Unfortunately the story is far too along for a few edits to save the day. A reboot of the series would be much more preferable.**

**In this one, Ben will not be overpowered (and for any of the people ranting on me for not using Ben's aliens to their fullest potential, I will make sure that I do just that. Personally I believe the Bleach characters are more powerful than Ben. However, that doesn't mean I should turn Ben into some kind of pushover. He'll have a struggle yes but he could at least put up a good fight.)**

**Also in the reboot, the harem is OUT! I know the majority of my viewers wanted a harem but if I had simply stuck to one pairing, I wouldn't be in half the rut I am now involving this story. In this version I will probably pair Ben off with Nelliel. That was my original plan before I let the pairings go to my head.**

******Now I don't know if I will remake the series or not but the possibility is high. If I do remake the series, ****I will leave this original version up for anyone who likes it to still enjoy. **

**Thank you all for your time.**


	22. Author's Note: Crazy Fan War

**Author's Note: This crazy fan war!**

**I was hoping to avoid making another A/N since this story is starting to get a ridiculous history of it. But something that has come to my attention that I felt needed to be addressed now. From what I hear, some of my Bleach: Omniverse fans have been targeting a writer named rangertennyson005. After he gave his two cents about that story, harsher reviews followed. Some constructive criticism, some flames, and some were flames that were disguised as constructive criticism. It appears that some of my fans believed that he was the mastermind behind the sudden increase of hate towards me fic, some of them even assume that he is using multiple accounts and anonymous reviews. I've been told that many people who've been supporting my story are now harassing and flaming him in turn. He even told me that somebody gave him an anonymous hate review...using my name! It's bad enough the poor guy's the one under attack now but the fact that somebody is pretending to be me doing it really pisses me off.**

**Yes, I was upset over the fact that somebody was poking holes in my story, I know I raged and ranted in my previous Author's Notes, but never once did I say to attack rangertennyson005.**

**While I'm glad that my Omniverse fans appreciate my story and are quick to defend it. However, ranngertennyson005 and I set aside our differences. WE HAVE MADE PEACE WITH EACH OTHER, PEOPLE!**

** I know he's not the one responsible for the harsher criticism and flames. Some of the new hate reviews towards him have called him a Ben 10 whore, a Bleach hater, and have even trashed Ben 10. Good grief I love both Ben 10 AND Bleach. Why do some people think I'm bias? Just because I was attempting to be realistic and wound up going overboard, so many fans of either show assume that I was purposely trying to make Ben look bad or the Bleach characters good?**

**I was merely trying to balance out the two shows: Cartoon vs Anime. I wasn't trying to wimpify or dumb down Ben 10 nor was I trying to glorify Bleach. I was trying to make a compromise between these two series and not make the same mistakes I made in Bleach: Ultimate Alien. ****rangertennyson005's reviews may have come first, but that doesn't mean he's behind this sudden smear campaign against me. He's just a person who was pointing out the flaws in my writing. And his reviews were quite mild compared to the ones that followed.**

**Since this is going to be quite long, I better explain somethings more:**

**-1. Ben's aliens being weaker: Here's the reason why this looks that way. One: Most of the Bleach characters are more powerful than Ben is. Ben is not pathetic nor do I even believe he is, but his opponents are in a whole other class. Another reason why his aliens were having such a hard time in Omniverse is because I overpowered them in Ultimate Alien. So, while trying to make things more realistic, I went overboard and began overlooking abilities that would make them do much better than how I wrote them. I'll admit this, I did not use Ben's aliens to their fullest potential.**

**-2. Ben's apparent stupidity: Again, trying to make Ben's personality more realistic and trying to have characters reference issues that were inn the actual show. I've seen references and lampshades happen loads of times and thought I would give it a try. Unfortunately this backfired and I unintentionally made Ben look dumb.**

**-3. My angry A/N's: This is quite simple. Pointing out the errors in my story is fine. But when the later reviews began insulting my intelligence and abilities as a writer, actually accusing me of messing up Ben on purpose, that's when I started getting pissed. All that anger in my previous A/N's was because I had enough and began standing up for myself. All my life I've been treated by others like I'm mentally handicapped instead of being treated like a normal individual who just makes mistakes. And that's how I felt by those reviews. Like they saw me as actually stupid instead of just making a mistake.**

**However, I am well aware that it is not rangertennyson005 behind those hate reviews. His reviews merely pointed out the flaws in my story. While I was originally upset at his too, he and I talked about it and like I said, the two of us are getting along just fine. I wasn't aware of this sudden attack on him until several individuals, himself included, let me know what was going on. ****For the people who are attacking him, leave him alone! This is getting out of hand and I do not condone it.**

**Speaking of getting out of hand, I'm gonna take a break from writing anymore Ben 10 stories for the time being. Things are getting too crazy right now so I'm gonna wait until this whole thing dies down.**


End file.
